ARHAUS, INC. (a Delaware corporation) 12,000,000 Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 18th, 2023 • Arhaus, Inc. • Retail-furniture stores • New York
LEASE BY AND BETWEEN PREMIER ARHAUS LLC, as Landlord and ARHAUS, LLC, as Tenant Date: Sept. 19, 2014Lease • October 4th, 2021 • Arhaus, Inc. • Retail-furniture stores • Ohio
THIS LEASE, made this 19th day of Sept. 2014 by and between PREMIER ARHAUS, LLC, a Delaware limited liability company (“Landlord”), and ARHAUS, LLC, a Delaware limited liability company (“Tenant”).
FORM OF INVESTOR RIGHTS AGREEMENTForm of Investor Rights Agreement • October 27th, 2021 • Arhaus, Inc. • Retail-furniture stores • Delaware
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021 (the “Effective Date”), is among Arhaus, Inc., a Delaware corporation (the “Company”), FS Equity Partners VI, L.P., a Delaware limited partnership (“FS Equity”), FS Affiliates VI, L.P., a Delaware limited partnership (“FS Affiliates” and together with FS Equity, “Sponsor”), John P. Reed (“Reed”), 2018 Reed Dynasty Trust u/a/d December 24, 2018 (“2018 Trust”), John P. Reed Trust u/a/d April 29, 1985 (“1985 Trust”), Reed 2013 Generation-Skipping Trust u/a/d October 22, 2013 (the “2013 Trust”), and The John P. Reed 2019 GRAT u/a/d December 31, 2019 (“2019 Trust” and together with Reed, 2018 Trust, 1985 Trust, the 2013 Trust, the “Reed Entities”).
THIRD AMENDMENT TO INDUSTRIAL REAL ESTATE LEASEIndustrial Real Estate Lease • October 4th, 2021 • Arhaus, Inc. • Retail-furniture stores
THIS THIRD AMENDMENT TO INDUSTRIAL REAL ESTATE LEASE is dated as of the 16th day of December, 2013, by and between PAGODA PARTNERS LLC, an Ohio limited liability company, having an address of 1801 E. Ninth Street, Suite 1600, Cleveland, Ohio 44114-3103 (“Landlord”), and HOMEWORKS, INC., an Ohio corporation, having an address of 7700 Northfield Road, Walton Hills, Ohio 44146 (“Tenant”).
THIRD AMENDMENT TO LEASELease • October 4th, 2021 • Arhaus, Inc. • Retail-furniture stores • Ohio
THIS THIRD AMENDMENT TO LEASE (“Amendment”) made as of 1st day of January, 2019, by PREMIER ARHAUS LLC, an Ohio limited liability company (“Landlord”) and ARHAUS, LLC, a Delaware limited liability company (“Tenant”).
CREDIT AGREEMENT dated as of June 25, 2020 among ARHAUS, LLC, and CERTAIN OF ITS SUBSIDIARIES, as Borrowers, CERTAIN OF ITS SUBSIDIARIES, as Guarantors, THE LENDERS PARTY HERETO, and WINGSPIRE CAPITAL LLC, as Administrative AgentCredit Agreement • October 4th, 2021 • Arhaus, Inc. • Retail-furniture stores • New York
This CREDIT AGREEMENT (this “Agreement”), dated as of June 25, 2020, is entered into by and among ARHAUS, LLC, a Delaware limited liability company (the “Company”), the Subsidiaries of the Company from time to time party hereto as “Borrowers” (the Company, together with such subsidiaries each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”), the Subsidiaries of the Company from time to time party hereto as Guarantors (each, a “Guarantor” and collectively, the “Guarantors”), the financial institutions from time to time party hereto as lenders (each, a “Lender” and, collectively, the “Lenders”), and WINGSPIRE CAPITAL LLC, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).
EXECUTION VERSION CHAR1\1823738v3 CREDIT AGREEMENT Dated as of November 8, 2021 among ARHAUS, INC., as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO, as the Guarantors, BANK OF AMERICA, N.A., as the Administrative Agent, the L/C...1823738v3 Credit Agreement • November 10th, 2021 • Arhaus, Inc. • Retail-furniture stores • New York
SIXTH AMENDMENT TO INDUSTRIAL REAL ESTATE LEASEIndustrial Real Estate Lease • October 4th, 2021 • Arhaus, Inc. • Retail-furniture stores
THIS SIXTH AMENDMENT TO INDUSTRIAL REAL ESTATE LEASE is dated this 24th day of August, 2020 between PAGODA PARTNERS LLC, an Ohio limited liability company, having an address of 1801 E. Ninth Street, Suite 1600, Cleveland, Ohio 44114-3103 (“Landlord”), and ARHAUS, LLC a Delaware limited liability company, fka HOMEWORKS, INC, having an address of 51 East Hines Hill Road, Boston Heights, Ohio 44236 (“Tenant”).
FOURTH AMENDMENT TO INDUSTRIAL REAL ESTATE LEASEIndustrial Real Estate Lease • October 4th, 2021 • Arhaus, Inc. • Retail-furniture stores
THIS FOURTH AMENDMENT TO INDUSTRIAL REAL ESTATE LEASE is dated this 16th day of May, 2019 between PAGODA PARTNERS LLC, an Ohio limited liability company, having an address of 1801 E. Ninth Street, Suite 1600, Cleveland, Ohio 44114-3103 (“Landlord”), and ARHUAS, LLC a Delaware limited liability company, fka HOMEWORKS, INC, having an address of 51 East Hines Hill Road, Boston Heights, Ohio 44236 (“Tenant”).
Retention and Success Bonus AgreementRetention and Success Bonus Agreement • October 4th, 2021 • Arhaus, Inc. • Retail-furniture stores • Ohio
FIFTH AMENDMENT TO INDUSTRIAL REAL ESTATE LEASEIndustrial Real Estate Lease • October 4th, 2021 • Arhaus, Inc. • Retail-furniture stores
THIS FIFTH AMENDMENT TO INDUSTRIAL REAL ESTATE LEASE is dated this 1st day of May, 2020 between PAGODA PARTNERS LLC, an Ohio limited liability company, having an address of 1801 E. Ninth Street, Suite 1600, Cleveland, Ohio 44114-3103 (“Landlord”), and ARHAUS, LLC a Delaware limited liability company, fka HOMEWORKS, INC, having an address of 51 East Hines Hill Road, Boston Heights, Ohio 44236 (“Tenant”).
LEASELease • October 4th, 2021 • Arhaus, Inc. • Retail-furniture stores
THIS LEASE is made this 28th day of July, 2010, between Brooklyn Arhaus, LLC, (“Lessor”), of 7700 Northfield Road, Walton Hills, Ohio 44146, and HOMEWORKS, INC., (“Lessee”), of 7700 Northfield Road, Walton Hills, Ohio 44146.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2022 • Arhaus, Inc. • Retail-furniture stores • Delaware
This Registration Rights Agreement (this “Agreement”), dated as of November 8, 2021, by and among Arhaus, Inc., a Delaware corporation (the “Company”), FS Equity Partners VI, L.P., a Delaware limited partnership (“FSEP VI”), FS Affiliates VI, L.P., a Delaware limited partnership (“FS Affiliates”) and each of the investors listed on Schedule A hereto (collectively with FSEP VI and FS Affiliates, the “FS Stockholders”), and each of the other investors listed on Schedule B hereto (which are collectively referred to herein as the “Reed Stockholders”).
FIRST AMENDMENT TO CREDIT AGREEMENT AND INCREASE AGREEMENT Dated as of December 9, 2022 among ARHAUS, INC., as the Borrower, THE GUARANTORS PARTY HERETO, BANK OF AMERICA, N.A., as the Administrative Agent, the L/C Issuer, and the Swingline Lender, and...Credit Agreement and Increase Agreement • December 12th, 2022 • Arhaus, Inc. • Retail-furniture stores
THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND INCREASE AGREEMENT (this “Agreement”), dated as of December 9, 2022 (the “First Amendment Effective Date”), is entered into among ARHAUS, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders (including the Increasing Lender (as defined below)) party hereto, and BANK OF AMERICA, N.A. (“Bank of America”), in its capacity as the Administrative Agent, the L/C Issuer and the Swingline Lender. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 4th, 2021 • Arhaus, Inc. • Retail-furniture stores
This WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of September 30, 2020, among ARHAUS, LLC, a Delaware limited liability company (the “Company”), the Subsidiaries of the Company party hereto as “Borrowers” (the Company, together with such subsidiaries each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”), the Subsidiaries of the Company party hereto as Guarantors (each, a “Guarantor” and collectively, the “Guarantors”), the Lenders party hereto, and WINGSPIRE CAPITAL LLC, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).
FIRST AMENDMENT TO LEASELease • October 4th, 2021 • Arhaus, Inc. • Retail-furniture stores
THIS FIRST AMENDMENT TO LEASE (“Amendment”) made as of the 13th day of November, 2015, by PREMIER ARHAUS LLC, an Ohio limited liability company (“Landlord”) and ARHAUS, LLC, a Delaware limited liability company (“Tenant”).
AMENDMENT TO INDUSTRIAL REAL ESTATE LEASEIndustrial Real Estate Lease • October 4th, 2021 • Arhaus, Inc. • Retail-furniture stores
THIS AMENDMENT TO INDUSTRIAL REAL ESTATE LEASE is dated as of the 22nd day of September, 2004, by and between PAGODA PARTNERS LLC, an Ohio limited liability company, having an address of 1801 E. Ninth Street, Suite 1600, Cleveland, Ohio 44114-3103 (“Landlord”), and HOMEWORKS, INC, an Ohio corporation, having an address of 7700 Northfield Road, Walton Hills, Ohio 44146 (“Tenant”).
CONSULTING AGREEMENTConsulting Agreement • March 11th, 2024 • Arhaus, Inc. • Retail-furniture stores
("Arhaus"), 51 East Hines Hill Road, Boston Heights, Ohio 44236 and Gary Lewis dba Gary Lewis & Associates of Atlantic Beach, Florida ("Consultant").
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 4th, 2021 • Arhaus, Inc. • Retail-furniture stores
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of December 28, 2020, among ARHAUS, LLC, a Delaware limited liability company (the “Company”), the Subsidiaries of the Company party hereto as “Borrowers” (the Company, together with such subsidiaries each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”), the Subsidiaries of the Company party hereto as Guarantors (each, a “Guarantor” and collectively, the “Guarantors”), the Lenders party hereto, and WINGSPIRE CAPITAL LLC, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 27th, 2021 • Arhaus, Inc. • Retail-furniture stores • Delaware
This Indemnification Agreement (this “Agreement”), dated as of [__________], is by and between Arhaus, Inc., a Delaware corporation (the “Company”) and [__________] (the “Indemnitee”). The Company and the Indemnitee are referred to herein each individually as a “Party” and collectively as the “Parties.”
SECOND AMENDMENT TO LEASELease • October 4th, 2021 • Arhaus, Inc. • Retail-furniture stores
THIS SECOND AMENDMENT TO LEASE (“Amendment”) made on the day of November, 2017, by PREMIER ARHAUS LLC, an Ohio limited liability company (“Landlord”) and ARHAUS, LLC, a Delaware limited liability company (“Tenant”).
SECOND AMENDMENT TO INDUSTRIAL REAL ESTATE LEASEArhaus, Inc. • October 4th, 2021 • Retail-furniture stores
THIS SECOND AMENDMENT TO INDUSTRIAL REAL ESTATE LEASE is dated as of the 12th day of April, 2005, by and between PAGODA PARTNERS LLC, an Ohio limited liability company, having an address of 1801 E. Ninth Street, Suite 1600, Cleveland, Ohio 44114-3103 (“Landlord”), and HOMEWORKS, INC., an Ohio corporation, having an address of 7700 Northfield Road, Walton Hills, Ohio 44146 (“Tenant”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • October 27th, 2021 • Arhaus, Inc. • Retail-furniture stores • Delaware
This Registration Rights Agreement (this “Agreement”), dated as of [•], 2021, by and among Arhaus, Inc., a Delaware corporation (the “Company”), FS Equity Partners VI, L.P., a Delaware limited partnership (“FSEP VI”), FS Affiliates VI, L.P., a Delaware limited partnership (“FS Affiliates”) and each of the investors listed on Schedule A hereto (collectively with FSEP VI and FS Affiliates, the “FS Stockholders”), and each of the other investors listed on Schedule B hereto (which are collectively referred to herein as the “Reed Stockholders”).
