August 15, 2025

[EH Parent LLC/Reinvestment Stockholder/MCR]

[●]

[●]

Attn:  [●]

Reference is made to the Agreement and Plan of Merger dated as of the date hereof (as may be amended from time to time, the “Merger Agreement”), among EH Parent LLC, a Delaware limited liability company (“Parent”), EH MergerSub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”) and Soho House & Co Inc., a Delaware corporation (the “Company”).  All capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Merger Agreement.

The undersigned, intending to be legally bound, hereby agrees to enter into the Voting Agreement set forth on Annex A hereto at the Closing under the Merger Agreement.

Subject to applicable law and subject to the other provisions of this Agreement, this Agreement may be amended or modified by the parties at any time by execution of an instrument in writing signed on behalf of the Company and the undersigned.

This Agreement, together with the Merger Agreement (and the documents and instruments and other agreements among the parties as contemplated by or referred to therein) constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, between the undersigned and the Company.

The undersigned shall promptly execute and deliver such documents, certificates, agreements, instruments and other writings and take such other actions as may be reasonably requested by the Company in order to consummate, implement, affirm or ratify the obligations contemplated by this Agreement.

This Agreement shall be governed by and interpreted, construed and enforced in accordance with the laws of the State of Delaware.  Any and all claims, suits, proceedings, controversies, and causes of action arising out of or relating to this Agreement (each, an “Action”), whether sounding in contract, tort, or statute, shall be governed by the internal laws of the State of Delaware, including its statutes of limitations, without giving effect to any conflict-of-laws or other rules (whether of the State of Delaware or any other jurisdiction) that would result in the application of the laws or statutes of limitations of a different jurisdiction other than the State of Delaware.  Section 9.10(a) of the Merger Agreement is incorporated herein by reference and shall apply hereto mutatis mutandis.

This Agreement may be executed in one or more counterparts (including by facsimile or electronic mail in .pdf, .tif, .gif, .jpg or similar attachment) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document.  All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.

[Signature page follows]

Please confirm that the above correctly reflects our understanding and agreement with respect to the foregoing matters by signing the enclosed copy of this letter agreement and returning it to us, whereupon this letter agreement shall become a legally binding agreement between the undersigned.

Very truly yours,

Acknowledged and agreed as of the date first set forth above:

VOTING AGREEMENT


dated as of


[●], 2025


of


[●]

THE INTERESTS EVIDENCED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH APPLICABLE FEDERAL, STATE OR NON-U.S. SECURITIES LAWS. IN ADDITION, TRANSFER OR OTHER DISPOSITION OF THE INTERESTS IS RESTRICTED AS PROVIDED IN THIS AGREEMENT.

THIS DOCUMENT IS INTENDED SOLELY TO FACILITATE DISCUSSIONS AMONG THE PARTIES IDENTIFIED HEREIN. IT IS NOT INTENDED TO CREATE, AND IT WILL NOT BE DEEMED TO CREATE, A LEGALLY BINDING OR ENFORCEABLE OFFER OR AGREEMENT OF ANY TYPE OR NATURE PRIOR TO THE ACTUAL EXECUTION AND DELIVERY OF THIS DOCUMENT BY ALL SUCH PARTIES.

Section 1.01 Definitions

Section 1.02 General Interpretive Principles

Section 2.01 Certificate of Incorporation

Section 2.02 Exercise of Shareholder Rights

Section 3.01 Capital Structure

Section 3.02 Initial Shareholdings

Section 3.03 Additional Capital Contributions

Section 3.04Conversions and Transfers of Class B Common Stock

Section 4.01 Withholding

Section 4.02 Voting

Section 4.03 Preemptive Rights

Section 5.01 Board Composition

Section 5.02 Resignations, Removals and Vacancies

Section 5.03 Replacement of the MCR Directors

Section 5.04 Replacement of the Yucaipa Directors

Section 5.05 Appointment of Independent Directors

Section 5.06 Replacement of the Designated Director

Section 5.07 Replacement of the RC Director

Section 5.08 Changes in Classification of Directors

Section 5.09 Decision-making of the Board

Section 5.10 Notice

Section 5.11 Quorum

Section 5.12 Board Observers

Section 5.13 Action Without a Meeting

Section 5.14 Committees of the Board

Section 5.15 Board Powers

Section 5.16 Yucaipa Consent Matters

Section 5.17 Other Shareholder Consent Matters

Section 5.18 Independent Director Consent

Section 5.19Officers; Designation and Election of Officers; Duties

Section 5.20 Removal of Officers; Vacancies

Section 5.21 Vice Chair

Section 5.22 Reliance by Third Parties

Section 6.01 Indemnity

Section 6.02 Exculpation

Section 6.03 Waiver of Corporate Opportunity

Section 6.04 D&O Insurance

Section 6.05 Entry Into Force

Section 6.06 Transaction Documents

Section 7.01 Fiscal Year

Section 7.02 Books of Account and Other Information

Section 7.03 Auditors

Section 7.04 Certain Tax Matters

Section 8.01 Dividends

Section 8.02Dividends and Distributions in Cash, Stock or in Kind

Section 8.03Limitations on Dividends and Distributions

Section 9.01 Restrictions on Transfers

Section 9.02 Permitted Transfers

Section 9.03 Additional Shareholders

Section 9.04 Right of First Offer

Section 9.05 Termination of Shareholder Status

Section 9.06 Void Transfers

Section 9.07 [Reserved]

Section 9.08 Tag-Along Right

Section 9.09 Drag-Along Right

Section 9.10Additional Conditions to Tag-Along Sales and Drag-Along Sales

Section 9.11 Public Offering Rights

Section 9.12 Registration Rights

Section 10.01 Approved Budget

Section 10.02 Confidentiality

Section 10.03 Non-Disparagement

Section 11.01 Financial Information

Section 11.02 Liability

Section 12.01 [Reserved]

Section 12.02 [Reserved]

Section 12.03 Further Assurances

Section 12.04 Expenses

Section 12.05 Amendment or Modification

Section 12.06 Waiver; Cumulative Remedies

Section 12.07 Entire Agreement

Section 12.08 Third Party Beneficiaries

Section 12.09 Non-Assignability; Binding Effect

Section 12.10 Severability

Section 12.11 Injunctive Relief

Section 12.12 Governing Law

Section 12.13 Dispute Resolution.

Section 12.14JURISDICTION AND VENUE; WAIVER OF JURY TRIAL

Section 12.15 Notices

Section 12.16 Counterparts

EXHIBIT A Shareholder Information

EXHIBIT B-1 Initial Directors

EXHIBIT B-2 Initial Non-Voting Representative

EXHIBIT C Pre-Approved Affiliate Transactions

VOTING AGREEMENT

This VOTING AGREEMENT in respect of [●], a Delaware corporation (the “Company”), is made as of [●] (the “Effective Date”), by and among the shareholders of the Company listed on Exhibit A attached hereto, as such schedule may be updated from time to time in accordance with the terms of this Agreement (collectively the “Shareholders”, and each, a “Shareholder”) (the Company and each of the Shareholders individually a “Party” and together the “Parties”).

RECITALS

WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of August [●], 2025 (as amended from time to time, the “Merger Agreement”) by and among EH Parent LLC, a Delaware limited liability company (“Parent”), EH MergerSub Inc., a Delaware corporation (“Merger Sub”), and wholly owned subsidiary of Parent, and the Company, Merger Sub merged with and into the Company, with the Company surviving such merger as the surviving company upon the terms and subject to the conditions set forth therein (the “Merger”);

WHEREAS, immediately prior to the signing of this Agreement and after giving effect to the transactions contemplated by the Merger Agreement, and as of the Effective Date, each of the Shareholders owns the number and class of shares set forth opposite such Shareholder’s name on Exhibit A hereto as of the date hereof; and

WHEREAS, the Parties wish to enter into this Agreement to set forth their respective rights and obligations in respect of their investment in the Company and the governance of the Company and its Subsidiaries.

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged and agreed, the Parties hereto hereby agree as follows:

Article 1
Definitions; Interpretive Principles

“Affiliate” means, with respect to any Person, any other Person, directly or indirectly, controls, is controlled by, or is under common control with such other Person; provided, that, an Affiliate of any Person shall also include (a) in the case of a partnership, any general partner of such partnership, (b) in the case of a trust, any trustee or beneficiary of such trust, (c) any spouse, parent, child or lineal descendant of any individual described in clause (b) above, (d) in the case of an individual, any spouse, parent, child or lineal descendant of such individual, and (e) any trust, partnership or limited liability company, under which the distributions may be made only to or for the benefit of such Person and/or any spouse, parent, child or lineal descendant of such Person. For purposes of this Agreement, no Shareholder shall be deemed to be an “Affiliate” of any member of the Company Group or any other Shareholder.

“Affiliate Transaction” means any transaction with any Shareholder or an Affiliate of any Shareholder, except that none of the following shall be deemed or treated as an Affiliate Transaction: (a) administrative amendments to any such agreement, understanding or transaction that was in effect as of the date hereof, (b) indemnification, advancement of expenses and/or exculpation of liability made pursuant to this Agreement or any governing agreement or other organizational document of the Company or Subsidiary of the Company, (c) reimbursement of reasonable expenses incurred in connection with the business of the Company and the Company Subsidiaries by officers, Directors and employees in their respective capacities as such, (d) the employment arrangements with officers, directors or other persons performing services for the Company or any Company Subsidiary reflecting arm’s-length terms for such services and approved by the Board, (e) any transactions entered into on terms that are no less favorable in the aggregate to the Company (or the relevant Subsidiary thereof party thereto) than reasonably would be obtainable from an unaffiliated third party (it being agreed that any pricing or other terms required by Applicable Law shall be deemed to constitute an arm’s-length term for purposes of this clause (e)), (f) any transactions made in the ordinary course of business between the Company or its Subsidiaries, on the one hand, and portfolio companies of any Shareholder or its Affiliates, on the other hand, in each case upon arm’s-length terms, (g) any transaction in which a Shareholder or any of its Affiliates receives goods or services from the Company or any of its Subsidiaries in the ordinary course of business, (h) any transaction in which the amount involved does not exceed $120,000, (i) any transaction that involves the provision of any accommodation services (including any architectural design, food or beverage) that are provided on substantially the same terms as those prevailing at the time for comparable services provided to non-Affiliates, (j) any transaction that involves any lease, hotel management agreement or purchase arrangements in connection with the development projects that as of the Effective Date have been approved in accordance with the Company’s Related-Person Transactions Policy in place as of the Effective Date, including any renewals, extensions or modifications of such leases, agreements or purchase arrangements that are not materially different in scope and terms as those in place for such developments as at the Effective Date, (k) any transactions contemplated by, or with respect to which rights are expressly provided under, this Agreement (including issuances of equity), (l) any transaction authorized or approved by the Board in compliance with Section 5.18, and (m) for the avoidance of doubt, any agreement, understanding or transaction between or among majority-owned Subsidiaries.

“Agreement” means this Voting Agreement, as the same may be amended from time to time in accordance with the terms hereof.

“Applicable Law” means, with respect to any Person, any transnational, domestic or foreign federal, state, provincial or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

“Apollo Investor” means [Apollo Capital Management, L.P.]¹

“Apollo Observer” has the meaning ascribed to it in Section 5.12.

“Approved Budget” has the meaning ascribed to it in Section 10.01.

“Board” means the board of directors of the Company.

“Bruce Group” means Classact, LLC.

“Budget” has the meaning ascribed to it in Section 10.01.

“Business Day” means any day other than Saturday, Sunday or a day on which banking institutions in New York, New York or London, England are authorized or obligated by law or executive order to close.

“Bylaws” means the Bylaws of the Company, as may be amended, supplemented or restated from time to time.

“Caring” means Richard Caring.

“Certificate of Incorporation” means the Certificate of Incorporation of the Company, as may be amended, supplemented or restated from time to time.

“Chairman” has the meaning ascribed to it in Section 5.19.

“Change of Control” means (a) any merger, consolidation, recapitalization or reorganization of the Company with any other Person (other than a Shareholder or one of its Affiliates) that results in the Shareholders as of immediately prior to the consummation of such transaction ceasing to own, directly or indirectly, of at least a majority of the voting power of the issued and outstanding Shares of the Company (or its successor) as of immediately following the consummation of such transaction, (b) a sale, lease, transfer, exclusive license or other disposition of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person or group of Persons (other than a Shareholder or one of its Affiliates) or (c) any other transaction or series of related transactions which results in any Person or group of Persons (other than a Shareholder or one of its Affiliates) obtaining ownership of more than fifty percent (50%) of the voting power of the Company.

“Class A Common Stock” has the meaning ascribed to it in Section 3.01.

“Class B Common Stock” has the meaning ascribed to it in Section 3.01.

“Code” means the United States Internal Revenue Code of 1986.

“Company” has the meaning ascribed to it in the Preamble.

“Company Auditors” means the independent statutory auditors of the Company, as may be engaged by the Company from time to time.

“Company Group” means the Company, each Subsidiary of the Company and each other Person that is controlled, directly or indirectly, by the Company.

“Company Securities” means any Securities of the Company.

“Confidential Information” means any information concerning the Company or any Persons that are or become its Subsidiaries or the financial condition, business, operations or prospects of the Company or any such Subsidiaries in the possession of or furnished to any Shareholder (including by virtue of its present or former right to designate a Director); provided, that the term “Confidential Information” does not include information that (a) is or becomes generally available to the public other than as a result of a disclosure by a Shareholder or its directors, officers, employees, stockholders, members, partners, agents, counsel, investment advisers or other representatives (all such persons being collectively referred to as “Representatives”) in violation of this Agreement, any other agreement, any fiduciary duty or any Applicable Law, (b) was available to such Shareholder on a non-confidential basis prior to its disclosure to such Shareholder by the Company, or (c) is independently developed by such Shareholder without reference to, or use of, any Confidential Information and without violating any confidentiality agreement with, or other obligation of secrecy to, the Company.

“Consolidated Adjusted EBITDA” means, for any Measurement Period, the net income (or loss) of the Company and its Subsidiaries plus (i) depreciation and amortization, (ii) interest expense, (iii) income tax expense, (iv) gain (or loss) on sale of property and other, (v) share of income (or loss) from equity method investments adjusted EBITDA, (vi) foreign exchange, (vii) share of equity method investments, (viii) adjusted share-based compensation expense, (ix) operational reorganization, settlement and severance expense, (x) out of period operating lease liability adjustment, (xi) brand license inventory provision, and (xii) impairment relating to long-lived and intangible assets and goodwill (as calculated in a manner consistent with the Company’s past practice and for purposes of its earnings releases, in each case, prior to the date of this Agreement).

“Consolidated Adjusted EBITDA Threshold” shall mean the Consolidated Adjusted EBITDA of the Company being equal to or greater than $325,000,000 in any Measurement Period ended on, or prior to, the Trigger Date (provided, however, for purposes of Section 9.09(a)(i)(y), the Measurement Period may end on, prior to, or following the Trigger Date).

“control” means the power to direct the management and policies of a Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have correlative meanings.

“Corporate Opportunity” has the meaning ascribed to it in Section 6.03.

“Delaware Court” has the meaning ascribed to it in Section 12.14(a).

“Designated Director” has the meaning ascribed to it in Section 5.01(a)(c).

“Director” has the meaning ascribed to it in Section 5.01(a).

“Director Transfer Date” has the meaning ascribed to it in Section 5.01(c).

“Dispute” has the meaning ascribed to it in Section 12.13(a).

“Drag-Along Right” has the meaning ascribed to it in Section 9.09(a).

“DA ROFO Election Period” has the meaning ascribed to it in Section 9.04(c).

“DA ROFO Offer” has the meaning ascribed to it in Section 9.04(c).

“DA ROFO Offering Shareholder” has the meaning ascribed to it in Section 9.04(c).

“DA ROFO Offer Price” has the meaning ascribed to it in Section 9.04(c).

“DA ROFO Sale Notice” has the meaning ascribed to it in Section 9.04(c).

“DA ROFO Shares” has the meaning ascribed to it in Section 9.04(c).

“Drag-Along Sale” has the meaning ascribed to it in Section 9.09(a).

“Drag-Along Sale Notice” has the meaning ascribed to it in Section 9.09(b).

“Drag-Along Seller” has the meaning ascribed to it in Section 9.09(a).

“Effective Date” has the meaning ascribed to it in the Preamble.

“Encumbrance” means any charge, claim, community or other marital property interest, right of first option, right of first offer or refusal, mortgage, pledge, lien, retention of title, usufruct, attachment, easement or other encumbrance or any agreement to create any of the foregoing.

“Encumber” shall have a correlative meaning.

“Equity Securities” means, with respect to any Person, (a) any capital stock, partnership interests, limited liability company interests, units or any other type of equity interest, or other indicia of equity ownership (including profits interests), including, in the case of the Company, Shares (collectively, “Interests”), (b) any security convertible into or exercisable or exchangeable for, with or without consideration, any Interests (including any option to purchase such convertible security) or (c) any security carrying any warrant or right to subscribe to or purchase any security described in clause (a) or (b).

“Estate Planning Vehicle” of any Person, means any vehicle formed primarily for the benefit of such Person or any of such Person’s Family Members (including any trust, foundation or other entity established for estate, wealth, family or charitable purposes by or on behalf of such Person and/or one or more of such Person’s Family Members).

“Exchange Act” means the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder.

“Family Members” of any natural Person shall mean the (i) spouses, and/or civil partners of such Person; provided, that, any Person who becomes divorced or whose civil partnership is dissolved shall, on the grant of the decree absolute or final dissolution order in respect of that divorce or dissolution, cease to be a Family Member of their former spouse or civil partner, (ii) parents or siblings of such Person, (iii) child, adopted child or stepchild (including a child of the civil partner) of such Person, or any descendant of such child, adopted child or step child, or (iv) an entity in relation to which an individual or their Family Member controls more than one-half of the voting power thereof.

“First Extension” means the extension of the term of this Agreement until the Second Extension Determination Date, in the event the Consolidated Adjusted EBITDA Threshold has been met, unless Yucaipa and the MCR Investor agree otherwise (and for which the consent of the Company or any other Shareholder is not required).

“Fiscal Year” has the meaning ascribed to it in Section 7.01.

“Force Majeure Event” means the occurrence of strikes, riots, wars, acts of terrorism, natural disasters, pandemics, epidemics, acts of God or other similar events beyond the control of the Company (each, a “Force Majeure Event”).

“GAAP” means generally accepted accounting principles in the United States.

“Governmental Approval” means any authorization, consent, waiver, order and approval of any Governmental Authority, including any applicable waiting periods associated therewith.

“Governmental Authority” means any transnational, domestic or foreign federal, state, provincial, territorial or local governmental, regulatory or administrative authority, department, court, agency or official, including any political subdivision thereof or arbitral tribunal (public or private).

“Hearing” has the meaning ascribed to it in Section 12.13(g).

“Indemnification Sources” has the meaning ascribed to it in Section 6.01(c).

“Indemnified Liabilities” has the meaning ascribed to it in Section 6.01(a).

“Indemnitee-Related Entity” means any exempted company, corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company, its Subsidiaries or the insurer under and pursuant to an insurance policy of the Company or any of its Subsidiaries) from whom an Indemnitee may be entitled to indemnification or advancement of expenses with respect to which, in whole or in part, the Company or any of its Subsidiaries may also have an indemnification or advancement obligation.

“Indemnitees” has the meaning ascribed to it in Section 6.01(a).

“Initial Chairman” shall mean Ronald Burkle.

“Initial Class B Common Stock Holder” shall mean the Persons who hold Class B Common Stock of the Company as of the Effective Date.

“Interests” has the meaning ascribed to such term in the definition of “Equity Securities.”

“IPO” means the first public offering, following the Effective Date, of common Company Securities, or of Equity Securities of another entity that, directly or indirectly, controls the Company or of any legal entity in which the Company is converted in order to effect the first public offering, that results in such common Company Securities, or the Equity Securities of such entity, being listed (and, if applicable, registered under the Exchange Act or European equivalent, if applicable) and publicly traded on a securities exchange or automated quotation system.

“Issuance Notice” has the meaning ascribed to it in Section 4.03(a).

“JAMS” has the meaning ascribed to it in Section 12.13(b).

“Joinder” has the meaning ascribed to it in Section 9.03(a).

“Jointly Indemnifiable Claim” shall be broadly construed and shall include, without limitation, any Indemnified Liabilities for which the Indemnitee shall be entitled to indemnification from both (a) the Company and/or any of its Subsidiaries pursuant to the Indemnification Sources, on the one hand, and (b) any Indemnitee-Related Entity pursuant to any other agreement between such Indemnitee-Related Entity and the Indemnitee pursuant to which the Indemnitee is indemnified, the laws of the jurisdiction of incorporation or organization of such Indemnitee-Related Entity and/or the organizational documents of such Indemnitee-Related Entity, on the other hand.

“MCR Directors” has the meaning ascribed to it in Section 5.01(a)(b).

“MCR Investor” means [MCR Hospitality Fund IV LP and MCR Hospitality Fund IV QP LP].

“MCR Investor Tag-Along Sale” has the meaning ascribed to it in Section 9.08(a).

“MCR Investor Tag-Along Seller” has the meaning ascribed to it in Section 9.08(a).

“MCR Parent” means either (i) Tyler Morse or (ii) MCR Hospitality Fund IV GP LLC.

“Measurement Period” means any period of four (4) consecutive fiscal quarters of the Company that commences after the Effective Date.

“Merger” has the meaning ascribed to it in the Recitals.

“Merger Agreement” has the meaning ascribed to it in the Recitals.

“Merger Sub” has the meaning ascribed to it in the Recitals.

“Minority Offering Shareholder” has the meaning ascribed to it in Section 9.04(a)(a).

“Minority ROFO Election Period” has the meaning ascribed to it in Section 9.04(a)(b).

“Minority ROFO Holder” has the meaning ascribed to it in Section 9.04(a)(b).

“Minority ROFO Offer” has the meaning ascribed to it in Section 9.04(a)(b).

“Minority ROFO Offer Price” has the meaning ascribed to it in Section 9.04(a)(b).

“Minority ROFO Sale Notice” has the meaning ascribed to it in Section 9.04(a)(a).

“Minority ROFO Shares” has the meaning ascribed to it in Section 9.04(a)(a).

“MOIC” means, as determined by the Board in good faith, as of any date of determination, the total multiple which is earned on the aggregate amount invested by the MCR Investor and its Permitted Transferees in the Company and its Affiliates, which is calculated as the ratio of (a) the sum of (i) the aggregate cash consideration and the market value of any freely marketable securities, in each case, to be received by the MCR Investor and its Permitted Transferees in connection with a proposed Drag-Along Sale, (ii) the aggregate cash consideration and the market value (at the time of the applicable Transfer) of any freely marketable securities, in each case received by the MCR Investor and its Permitted Transferees in connection with any Transfers of Company Securities prior to the closing of the Drag-Along Sale (excluding, for the avoidance of doubt, any such amounts received in a Transfer to a Permitted Transferee), (iii) the aggregate amount of dividends and distributions received by the MCR Investor and its Permitted Transferees in respect of Company Securities from and after the Effective Date and prior to the closing of the Drag-Along Sale, to (b) the aggregate amount of cash paid by the MCR Investor and its Permitted Transferees to purchase Company Securities (excluding, for the avoidance of doubt, any such amounts paid in a Transfer from a Permitted Transferee) prior to the date of notice of the applicable Drag-Along Sale. For the avoidance of doubt and notwithstanding anything to the contrary herein, no fees or other amounts payable directly or indirectly to the MCR Investor or an Affiliate of the MCR Investor pursuant to any contractor, consultant, employment or other similar agreement shall be included for purposes of calculating MOIC.

“Non-Drag-Along Seller” has the meaning ascribed to it in Section 9.09(a).

“Non-Voting Representatives” has the meaning ascribed to it in Section 5.01(b).

“Offering Shareholder” means the Minority Offering Shareholder, the Yucaipa Offering Shareholder, the DA ROFO Offering Shareholder and/or the Other ROFO Offering Shareholder, as applicable.

“Officer” and “Officers” have the meanings ascribed to them in Section 5.19.

“Other ROFO Offering Shareholder” has the meaning ascribed to it in Section 9.04(b)(b).

“Other ROFO Shares” has the meaning ascribed to it in Section 9.04(b)(b).

“Ownership Change” has the meaning ascribed to it in Section 7.04(e).

“Parent” has the meaning ascribed to it in the Recitals.

“Party” and “Parties” have the meanings ascribed to them in the Preamble.

“Permitted Apollo Observers” shall mean each of [●] and [●].

“Permitted MCR Investor Designees” shall mean each of Tyler Morse and Joseph Delli Santi.

“Permitted Transferee” means, (a) in the case of any Shareholder that is not an individual or an Estate Planning Vehicle of an individual, any Person that is an Affiliate of such Shareholder, and (b) in the case of any Shareholder that is an individual or an Estate Planning Vehicle of an individual who would otherwise be a Shareholder if one or more of such individual’s Estate Planning Vehicles were not a Shareholder, any Estate Planning Vehicle of such individual and any beneficiaries thereof by will or intestacy.

“Permitted Yucaipa Designee” shall mean each of Ronald Burkle, [●] and [●].

“Person” means an individual, corporation, partnership, limited liability company, association, fund, trust or other entity or organization, including a Governmental Authority.

“Preemptive Rights Exercise Notice” has the meaning ascribed to it in Section 4.03(b).

“Prime Rate” shall mean the rate of interest published from time to time in The Wall Street Journal, Eastern Edition, and designated as the prime rate.

“Qualified IPO” means the first public offering, following the Effective Date, of common Company Securities, or of Equity Securities of another entity that, directly or indirectly, controls the Company or of any legal entity in which the Company is converted in order to effect the first public offering, in each case registered under the Securities Act of 1933 (other than pursuant to or on Form S-4), that results in such common Company Securities, or the Equity Securities of such entity, being listed on the New York Stock Exchange or NASDAQ Global Select Market, with an underwritten public offering that generates at least $100 million of primary proceeds (net of underwriting discounts or commissions).

“Registration Rights Agreement” has the meaning ascribed to it in Section 9.12.

“Replacement Apollo Observer Candidates” has the meaning ascribed to it in Section 5.12.

“Replacement MCR Director Candidates” has the meaning ascribed to it in Section 5.03(a).

“Replacement RC Director Candidates” has the meaning ascribed to it in Section 5.07.

“Representatives” has the meaning ascribed to such term in the definition of “Confidential Information.”

“RC Director” has the meaning ascribed to it in Section 5.01(a)(d).

“ROFO Acceptance Notice” has the meaning ascribed to it in Section 9.04(d).

“ROFO Acceptance Period” has the meaning ascribed to it in Section 9.04(d).

“ROFO Election Period” means either the Minority ROFO Election Period, the DA ROFO Election Period or the Yucaipa ROFO Election Period, as applicable.

“ROFO Holder” means either the Minority ROFO Holder, Yucaipa or the Yucaipa ROFO Holder, as applicable.

“ROFO Offer” means either the Minority ROFO Offer, the DA ROFO Offer or the Yucaipa ROFO Offer, as applicable.

“ROFO Sale Notice” means either the Minority ROFO Sale Notice or the Yucaipa ROFO Sale Notice, as applicable.

“ROFO Sale Trigger” has the meaning ascribed to it in Section 9.04(g).

“ROFO Shares” means the Minority ROFO Shares, Yucaipa ROFO Shares, DA ROFO Shares and/or Other ROFO Shares, as applicable.

“Second Extension” means the extension of the term of this Agreement until December 31, 2030, in the event the Consolidated Adjusted EBITDA of the Company for the Measurement Period ended prior to or on December 31, 2029, is equal to or greater than $350,000,000, unless Yucaipa and the MCR Investor agree otherwise (and subject to the approval of the Board).

“Second Extension Determination Date” means the earlier of (i) the date which is 45 days after December 31, 2029, or (ii) the date that the Company’s customary year-end closing procedures for 2029 are substantially final.

“Second Meeting” has the meaning ascribed to it in Section 5.11.

“Second Notice” has the meaning ascribed to it in Section 4.03(b).

“Securities” means, with respect to any Person, (a) any Equity Securities or (b) any debt securities.

“Securities Act” means the Securities Act of 1933 and the rules and regulations promulgated thereunder.

“Share” and “Share(s)” have the meanings ascribed to them in Section 3.01.

“Shareholder” means, at any time, for as long as he, she or it holds any Shares, each of (a) Yucaipa, the MCR Investor and the other Persons listed on Exhibit A as of the date of this Agreement and (b) any other Person who, after the date of this Agreement, is admitted to the Company as a Shareholder under this Agreement in accordance with the terms of this Agreement. For the avoidance of doubt, a Person shall not be admitted as a Shareholder of the Company until such Person has executed and delivered a fully executed Joinder to the Company in accordance with Article 9.

“Shareholder Percentage” means, with respect to any Shareholder as of any time, the percentage of outstanding Shares owned by such Shareholder at such time, calculated on a fully-diluted basis.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, joint venture, or other legal entity of which more than fifty percent (50%) of the outstanding voting securities or other equity interests are owned, directly or indirectly, by such Person.

“Tag-Along Notice” has the meaning ascribed to it in Section 9.08(a).

“Tag-Along Notice Period” has the meaning ascribed to it in Section 9.08(c).

“Tag-Along Offer” has the meaning ascribed to it in Section 9.08(b).

“Tag-Along Portion” means, with respect to the Tagging Shareholder and for any Tag-Along Sale, (a) the Shares owned by such Shareholder immediately prior to such Tag-Along Sale, multiplied by (b) a fraction (i) the numerator of which is the number of Shares proposed to be Transferred by the Tag-Along Seller in such Tag-Along Sale and (ii) the denominator of which is the aggregate number of Shares owned by all the Shareholders immediately prior to such Tag-Along Sale; provided that in a ROFO Tag-Along Sale, the Tag-Along Portion of a Tagging Shareholder shall be all (and not less than all) of the Shares owned by such Tagging Shareholder.

“Tag-Along Response Notice” has the meaning ascribed to it in Section 9.08(c).

“Tag-Along Right” has the meaning ascribed to it in Section 9.08(c).

“Tag-Along Sale” means a MCR Investor Tag-Along Sale, a Yucaipa Tag-Along Sale or a ROFO Tag-Along Sale, as applicable.

“Tag-Along Seller” means a MCR Investor Tag-Along Seller, a Yucaipa Tag-Along Seller or a ROFO Tag-Along Seller, as applicable.

“Tagging Shareholders” has the meaning ascribed to it in Section 9.08(a).

“Taxable Year” means the calendar year.

“Transaction Documents” means the Merger Agreement and any other document contemplated by such agreement, or any document or instrument delivered in connection with the Merger Agreement.

“Transfer” means, with respect to any Company Securities, (a) when used as a verb, to sell, assign, dispose of, exchange, pledge, Encumber, hypothecate or otherwise transfer such Company Securities or any participation or interest therein, whether directly or indirectly (including pursuant to a derivative transaction), or agree or commit to do any of the foregoing and (b) when used as a noun, a direct or indirect sale, assignment, disposition, exchange, pledge, Encumbrance, hypothecation, or other transfer of such Company Securities or any participation or interest therein or any agreement or commitment to do any of the foregoing. “Transferred” and “Transferring” shall have correlative meanings.

“Transfer Agent” means the Company’s transfer agent.

“Treasury Regulations” means the final, temporary and proposed regulations promulgated under the Code by the U.S. Department of the Treasury.

“Trigger Date” means the earlier of (i) the date which is 45 days after December 31, 2028, or (ii) the date that the Company’s customary year-end closing procedures for 2028 are substantially final.

“Vice Chair” has the meaning ascribed to it in Section 5.21

“Yucaipa” means [ ].

“Yucaipa Directors” has the meaning ascribed to it in Section 5.01(a)(a).

“Yucaipa Offering Shareholder” has the meaning ascribed to it in Section 9.04(b)(a).

“Yucaipa ROFO Election Period” has the meaning ascribed to it in Section 9.04(b)(b).

“Yucaipa ROFO Holder” has the meaning ascribed to it in Section 9.04(b)(b).

“Yucaipa ROFO Offer” has the meaning ascribed to it in Section 9.04(b)(b).

“Yucaipa ROFO Offer Price” has the meaning ascribed to it in Section 9.04(b)(b).

“Yucaipa ROFO Sale Notice” has the meaning ascribed to it in Section 9.04(b)(a).

“Yucaipa ROFO Shares” has the meaning ascribed to it in Section 9.04(b)(a).

“Yucaipa Tag-Along Sale” has the meaning ascribed to it in Section 9.08(a).

“Yucaipa Tag-Along Seller” has the meaning ascribed to it in Section 9.08(a).

Article 2
Implementation

Article 3
Capital Structure and Organization

Article 4
Certain Rights and Obligations of Shareholders

Article 5
Board and Officers

(a)	Yucaipa shall be entitled to designate three (3) Directors (the “Yucaipa Directors”);

(b)	the MCR Investor shall be entitled to designate two (2) Directors (the “MCR Directors”);

(c)	Ashton Kutcher (the “Designated Director”); and

(d)	Caring shall be entitled to designate one (1) Director (the “RC Director”).

Section 5.04

Replacement of the Yucaipa Directors. From the Effective Date, subject to Section 5.01(c) and the corresponding provisions of Section 5.08, if any then-current Yucaipa Director ceases to serve as a Yucaipa Director by reason of death, removal or resignation, Yucaipa shall be entitled to designate a replacement for such Yucaipa Director; provided, that, prior to the Director Transfer Date or, if earlier, the time that the number of MCR Directors is reduced to zero pursuant to Section 5.01(c), if any designee is not a Permitted Yucaipa Designee, Yucaipa shall consult with the MCR Investor in good faith regarding such proposed designation prior to such designee being designated as a Yucaipa Director pursuant to Section 5.01(a)(a). At any time that the Yucaipa Group is entitled to designate the Yucaipa Directors, from the period beginning on the date on which any then-current Yucaipa Director ceases to serve as a Yucaipa Director and ending on the date on which a replacement Yucaipa Director is designated to the Board in accordance with this Section 5.04, the remaining Yucaipa Directors shall, in the aggregate, be entitled to cast a number of additional votes equal to the number of such vacancies in their respective capacities as Directors for any resolution or other decision of the Board. In the event that all of the Yucaipa Directors cease to serve as Yucaipa Directors at the same time by reason of death, removal or resignation, the Board shall not pass any resolutions or otherwise make any decisions until replacements for the departing Yucaipa Directors have been designated to the Board in accordance with this Section 5.04; provided, that, during such time if the Board wishes to adopt any resolution or otherwise make any decision, the Board shall provide written notice of the proposed resolution or decision to Yucaipa and Yucaipa shall be entitled to appoint a representative to the Board until the replacements for the departing Yucaipa Directors have been designated to the Board in accordance with this Section 5.04, and such representative shall be entitled to cast a number of votes equal to the number of vacant Yucaipa Director positions in any such resolution or decision as if such representative was designated as the Yucaipa Directors during such time.

Section 5.05

Appointment of Designated Directors. From the Effective Date and until the number of MCR Directors has been reduced to zero pursuant to Section 5.01(c), unless otherwise provided herein, Designated Director vacancies shall be filled as follows:

Following the date that the number of the MCR Directors has been reduced to zero pursuant to Section 5.01(c), the Board shall be entitled to fill any Designated Director vacancy.

(a)	adopting the Approved Budget;

(b)

deviating from an Approved Budget in a manner that would result in the Company or its Subsidiaries being obligated to pay or being reasonably expected to pay amounts that would result in the Company or its Subsidiaries exceeding one hundred and ten percent (110%) of the costs or expenses set forth in the applicable Approved Budget (including any costs for any capital expenditures contemplated in the applicable Approved Budget);

(c)	amending this Agreement or any other organizational document or stockholders, operating or similar agreement of the Company or any of its Subsidiaries;

(d)	changing the name or principal office of the Company;

(e)	except as set forth in Section 9.09, entering into or consummating or causing the Company to enter into or consummate a transaction constituting a Change of Control of the Company;

(f)	initiating a process with respect to, or consummating, an IPO;

(g)

other than as otherwise previously and specifically approved in the applicable Approved Budget, causing the Company to acquire any equity interest in any corporation, company, voluntary association, partnership, joint venture, limited liability company, trust, estate, unincorporated organization or other entity or disposing of any such equity interest that has been acquired after the date hereof;

(h)	except in connection with Transfers in accordance with Article 9, admitting any Person as an additional Shareholder;

(i)	approving, amending or waiving the Related-Person Transactions Policy of the Company;

(j)

other than as otherwise (A) previously and specifically approved in the applicable Approved Budget, (B) entered into prior to the execution of this Agreement, (C) permitted as a transaction by the Related-Person Transactions Policy of the Company that is from time to time approved by the Board, or (D) listed as a pre-approved Affiliate Transaction on Exhibit C, entering into, amending or modifying the terms of, any Affiliate Transaction;

(k)

creating another class or series of shares of the Company or causing the Company to issue, sell, transfer, pledge, dispose of or otherwise Encumber any Securities or interests or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any Securities;

(l)

other than as otherwise previously and specifically approved in the applicable Approved Budget, causing the Company to incur, or amending the terms of, any indebtedness for borrowed money, guarantee or assuming any such indebtedness of another Person, issuing or selling warrants or other rights to acquire any debt securities of the Company, entering into any “keep well” or other agreement to maintain any financial condition of another Person, or entering into any arrangement having the effect of any of the foregoing;

(m)

causing the Company to (A) declare or pay any dividends on or make any distributions with respect to the Common Shares or other Equity Securities (whether in cash, assets, stock or other securities of the Company) or (B) repurchase, redeem or otherwise acquire any Equity Securities of the Company, in each case, in a single transaction or as a part of series of transactions;

(n)

other than as otherwise previously and specifically approved in the applicable Approved Budget, entering into, modifying, amending, terminating or waiving any rights under, any agreement, contract or other instrument to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets would be bound (either individually or in the aggregate across a series of related or similar agreements) (A) pursuant to which the Company or its Subsidiaries would pay, or reasonably expect to pay, amounts that would result in the Company or its Subsidiaries exceeding one hundred ten percent (110%) of the costs or expenses set forth in the applicable Approved Budget or (B) otherwise contemplate aggregate payments to or by the Company and its Subsidiaries (collectively) in excess of $20,000,000;

(o)	unless otherwise previously and specifically approved in the applicable Approved Budget, entering into any agreements or other arrangements with respect to, or otherwise consummating, the sale, lease, transfer or other disposition of assets or Equity Securities of any Person;

(p)	hiring, terminating or amending the employment agreements (including any changes to compensation and/or bonuses) of, any member of the Company and of its Subsidiaries’ executive management team, other than the Vice Chair;

(q)	initiating or settling any litigation, arbitration or administrative proceeding, in each case, involving an amount at issue in excess of $5,000,000 or any other injunctive or material non-monetary claims;

(r)	changing the jurisdiction of incorporation, tax residency or U.S. federal income tax classification of the Company or any material Subsidiary thereof; and

(s)	entering into any agreement or binding obligation with respect to, or otherwise committing to do, any of the foregoing.

Prior to withholding its approval right under Section 5.16(c), Yucaipa shall reasonably consult with MCR Investor.

Article 6
Indemnification and Exculpation

Article 7
Accounting, Tax, Fiscal and Legal Matters

Article 8
Dividends and Distributions

Article 9
Transfer Restrictions and Additional Shareholders

(a)

If any Shareholder other than Yucaipa, the MCR Investor or any of their respective Permitted Transferees (“Minority Offering Shareholder”) desires to Transfer (or cause to be Transferred) (whether by merger, operation of law or otherwise) all or part of the Minority Offering Shareholder’s Company Securities pursuant to Section 9.02(b), other than (1) a Transfer to a Permitted Transferee in accordance with Section 9.02(a), and (2) a Transfer in accordance with Section 9.09, then the Minority Offering Shareholder will notify the Company, in writing (the “Minority ROFO Sale Notice”) that the Minority Offering Shareholder desires to Transfer all or any portion of its Company Securities, designating the specific number of Company Securities (the “Minority ROFO Shares”) that the Minority Offering Shareholder desires to Transfer.

(b)

The Company shall within two (2) Business Days of its receipt of the Minority ROFO Sale Notice deliver the Minority ROFO Sale Notice to Yucaipa and the MCR Investor (collectively, the “Minority ROFO Holders”). For a period of sixty (60) Business Days (“Minority ROFO Election Period”) after receipt of the Minority ROFO Sale Notice, each Minority ROFO Holder shall have the right, but not the obligation, to purchase all (and only all) of the Minority ROFO Shares, which right may be exercised jointly with the other Minority ROFO Holder, by delivering an irrevocable written notice (the “Minority ROFO Offer”) stating that the Minority ROFO Holder(s) wish to purchase all (and only all) of the Minority ROFO Shares. Any Minority ROFO Offer must include (1) the aggregate cash purchase price per Share (the “Minority ROFO Offer Price”) for such Minority ROFO Shares, which for the avoidance of doubt, shall be the same per share price for each Minority ROFO Share, and (2) the other material terms and conditions of such proposed Transfer.

(a)

If Yucaipa or any of its respective Permitted Transferees (“Yucaipa Offering Shareholder”) desires to Transfer (or cause to be Transferred) (whether by merger, operation of law or otherwise) all of the Yucaipa Offering Shareholder’s Shares pursuant to Section 9.09(a)(ii), then the Yucaipa Offering Shareholder will notify the Company, in writing (the “Yucaipa ROFO Sale Notice”) that the Yucaipa Offering Shareholder desires to Transfer all of its Shares (the “Yucaipa ROFO Shares”).

(b)

The Company shall within two (2) Business Days of its receipt of the Yucaipa ROFO Sale Notice deliver the Yucaipa ROFO Sale Notice to the MCR Investor (the “Yucaipa ROFO Holder”). For a period of sixty (60) Business Days (“Yucaipa ROFO Election Period”) after receipt of the Yucaipa ROFO Sale Notice, the Yucaipa ROFO Holder shall have the right, but not the obligation, to purchase all (and only all) of the Yucaipa ROFO Shares and the Shares held by the other Shareholders (“Other ROFO Shares”, and an “Other ROFO Offering Shareholder”) by delivering an irrevocable written notice (the “Yucaipa ROFO Offer”) stating that the Yucaipa ROFO Holder wishes to purchase all (and only all) of the Yucaipa ROFO Shares and Other ROFO Shares. Any Yucaipa ROFO Offer must include (1) the aggregate cash purchase price per Share (the “Yucaipa ROFO Offer Price”) for such Yucaipa ROFO Shares and Other ROFO Shares and (2) the other material terms and conditions of such proposed Transfer.

(a)

If the conditions to a Drag-Along Right are satisfied, prior to triggering a Drag-Along Sale under Section 9.09(a)(i), a Shareholder (the “DA ROFO Offering Shareholder”) will notify the Company, in writing (the “DA ROFO Sale Notice”) that the DA ROFO Offering Shareholder desires to Transfer all of its Shares (the “DA ROFO Shares”).

(b)

The Company shall within two (2) Business Days of its receipt of the DA ROFO Sale Notice deliver the DA ROFO Sale Notice to Yucaipa.  For a period of sixty (60) Business Days (“DA ROFO Election Period”) after receipt of the DA ROFO Sale Notice, Yucaipa shall have the right, but not the obligation, to purchase all (and only all) of the DA ROFO Shares by delivering an irrevocable written notice (the “DA ROFO Offer”) stating that Yucaipa wishes to purchase all (and only all) of the DA ROFO Shares.  Any DA ROFO Offer must include (1) the aggregate cash purchase price per Share (the “DA ROFO Offer Price”) for such DA ROFO Shares and Other ROFO Shares and (2) the other material terms and conditions of such proposed Transfer.

(a)

Notwithstanding Yucaipa’s approval right under Section 5.16(f), for so long as Caring (together with his Permitted Transferees) holds [●]4 or more Common Shares (appropriately adjusted for any stock splits, stock dividends or other similar events), from and after the two (2) year period following the Effective Date, the Board shall, upon written notice by Caring, cause the Company to commence a Qualified IPO process and use commercially reasonable efforts to pursue such process.  The Company shall use commercially reasonable efforts to keep Caring reasonably informed of the Qualified IPO process and provide Caring with reasonable access to personnel of the lead underwriter for periodic updates.  The Board, in lieu of commencing and pursuing a Qualified IPO process, may initiate a process for the sale of the Company or otherwise pursue a Company Change of Control transaction.

(b)

The Board may, in its sole direction, determine to proceed with, or terminate the Qualified IPO process after receiving bona fide feedback from prospective underwriters as to expected valuation, market receptivity and Qualified IPO execution considerations.  Notwithstanding any commencement of the process, the consummation of a Qualified IPO will remain subject to the Board’s approval.

Article 10
Covenants

(a)

to the extent required by Applicable Law (including complying with any oral or written questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process to which a Shareholder is subject; provided, that, unless otherwise prohibited by Applicable Law, such Shareholder agrees to give the Company prompt written notice of such request(s), to the extent practicable, so that the Company may seek an appropriate protective order or similar relief (and the Shareholder shall cooperate with such efforts by the Company, and shall, in any event, make only the minimum disclosure required by such Applicable Law));

(b)

to any regulatory authority to which such Shareholder or any of its Affiliates is subject or with which it has regular dealings, as long as such authority or agency is advised of the confidential nature of such information and such Shareholder uses reasonable best efforts to seek confidential treatment of such information to the extent available;

(c)	to the extent required by applicable rules and regulations of any Governmental Authority with responsibility for regulating securities or by applicable stock exchange rules;

(d)	if the prior written consent of the Board and the other Shareholders shall have been obtained; and

(e)	in the case of the Bruce Group, to the direct and indirect equity holders of the Bruce Group, its Affiliates and their respective affiliated investment funds who are under duties or obligations of confidentiality.

Article 11
Reporting

Article 12
Miscellaneous

if to the Company to:

[BRUCE]
180 Strand

London, United Kingdom WC2R 1EA

Attention: Benedict Nwaeke

Email: ben.nwaeke@sohohouse.com

if to the MCR Investor to:


[●]
[●]

Attention: [●]

with a required copy (which copy shall not constitute notice) to:


Fried, Frank, Harris, Shriver & Jacobson LLP
1 New York Plaza
New York, NY 10004
Attention: Patrick Dowd
Email: patrick.dowd@friedfrank.com

if to Yucaipa:


The Yucaipa Companies, LLC
9130 W Sunset Boulevard,
West Hollywood, CA 90069-3110
Attention: Dan Larsen
Email: legal@yucaipaco.com

with a required copy (which copy shall not constitute notice) to:


Sidley Austin LLP
787 Seventh Avenue
New York, NY 10019
Attention: Samir A. Gandhi; John H. Butler; Ayo Badejo
Emails: sgandhi@sidley.com; john.butler@sidley.com; abadejo@sidley.com

if to any other Shareholder: to such addresses reflected in the books and records of the Company.

[Signature page follows]

¹ To be updated to reflect final Apollo investing entity.

² An amount equal to 25% of MCR Investor’s proposed Share count.

³ An amount equal to 50% of the Apollo Investor’s proposed Share count.

⁴ An amount equal to 10% of issued and outstanding Shares of the Company.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.

THE COMPANY:

YUCAIPA:

MCR INVESTOR:

BRUCE GROUP:

[●]:

This Exhibit sets out the Initial Directors of the Company as of the Effective Date.

This Exhibit sets out the initial Non-Voting Representatives of the Company as of the Effective Date.