ThredUp Inc. Class A Common Stock Underwriting AgreementUnderwriting Agreement • July 26th, 2021 • ThredUp Inc. • Retail-catalog & mail-order houses • New York
ThredUp Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated in this agreement (this "Agreement"), to issue and sell to the several Underwriters named in Schedule I hereto (the "Underwriters"), for whom Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Barclays Capital Inc. are acting as representatives (the "Representatives"), an aggregate of [●] shares of Class A Common Stock, par value $0.0001 ("Stock") of the Company and the stockholders of the Company named in Schedule II hereto (the "Selling Stockholders") propose, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of [●] shares and, at the election of the Underwriters, up to [●] additional shares of Stock. The aggregate of [●] shares to be sold by the Company and the Selling Stockholders are herein called the "Firm Shares" and the aggregate of [●] additional shares to be sold by the Selling Stockholders are herein called the "Op
ThredUp Inc. Class A Common Stock Underwriting AgreementUnderwriting Agreement • March 3rd, 2021 • ThredUp Inc. • Retail-catalog & mail-order houses • New York
ThredUp Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated in this agreement (this "Agreement"), to issue and sell to the several Underwriters named in Schedule I hereto (the "Underwriters"), for whom Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Barclays Capital Inc. are acting as representatives (the "Representatives"), an aggregate of [_____] shares and, at the election of the Underwriters, up to [____] additional shares of Class A Common Stock, par value $0.0001 ("Stock") of the Company. The aggregate of [_______] shares to be sold by the Company are herein called the "Firm Shares" and the aggregate of [______] additional shares to be sold by the Company are herein called the "Optional Shares". The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the "Shares".
ContractWarrant Agreement • March 3rd, 2021 • ThredUp Inc. • Retail-catalog & mail-order houses • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
THREDUP INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 3rd, 2021 • ThredUp Inc. • Retail-catalog & mail-order houses • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________________ by and between ThredUp Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
ContractWarrant Agreement • March 3rd, 2021 • ThredUp Inc. • Retail-catalog & mail-order houses • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
THREDUP INC. TENTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENTInvestors' Rights Agreement • March 3rd, 2021 • ThredUp Inc. • Retail-catalog & mail-order houses • Delaware
THIS TENTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (this “Agreement”) is made as of the 16th day of February, 2021, by and among THREDUP INC., a Delaware corporation (the “Company”), each holder of the Company’s Series A Preferred Stock listed on SCHEDULE A hereto, each of which is referred to in this Agreement as a “Series A Holder,” each holder of the Company’s Series A-1 Preferred Stock listed on Schedule A hereto, each of which is referred to in this Agreement as a “Series A-1 Holder,” each holder of the Company’s Series B Preferred Stock listed on SCHEDULE A hereto, each of which is referred to in this Agreement as a “Series B Holder,” each holder of the Company’s Series C Preferred Stock listed on SCHEDULE A hereto, each of which is referred to in this Agreement as a “Series C Holder,” each holder of the Company’s Series D Preferred Stock listed on SCHEDULE A hereto, each of which is referred to in this Agreement as a “Series D Holder,” each holder of the Company’s Serie
THREDUP INC., A DELAWARE CORPORATION THREDUP CF LLC, A DELAWARE LIMITED LIABILITY COMPANY THREDUP INTERMEDIARY HOLDINGS LLC, A VIRGINIA LIMITED LIABILITY COMPANY KNITWIT GC LLC, A VIRGINIA LIMITED LIABILITY COMPANY WESTERN ALLIANCE BANK, AN ARIZONA...Loan and Security Agreement • March 17th, 2021 • ThredUp Inc. • Retail-catalog & mail-order houses • California
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of February 3, 2021, by and among WESTERN ALLIANCE BANK, an Arizona corporation (“Bank”), and THREDUP, INC., a Delaware corporation (“Parent”), THREDUP CF LLC, a Delaware limited liability company (“ThredUP CF”), THREDUP INTERMEDIARY HOLDINGS LLC, a Virginia limited liability company (“Holdings”), and KNITWIT GC LLC, a Virginia limited liability company (“Knitwit”, and together with Parent, ThredUP CF and Holdings, each a “Borrower” and collectively, the “Borrowers”). This Agreement amends and restates in its entirety that certain Loan and Security Agreement dated as of February 7, 2019, (as amended from time to time, including by that certain Default Waiver and First Amendment to Loan and Security Agreement dated as of May 29, 2020, that certain Second Amendment to Loan and Security Agreement dated as of November 23, 2020, and that certain Third Amendment to Loan and Security Agreement dated as
BOARD MEMBER AGREEMENTBoard Member Agreement • March 3rd, 2021 • ThredUp Inc. • Retail-catalog & mail-order houses • California
This Board Member Agreement (the “Agreement”) is entered into as of December 3, 2020 (the “Effective Date”) between ThredUp Inc., a Delaware corporation (the “Company” and Mandy Ginsberg (“Board Member”). This Agreement supersedes the Board Observer Agreement dated as of November 4, 2020 by and between the parties (the “Observer Agreement”).
OFFICE LEASE BY AND BETWEEN 11 WEST NINTH STREET PROPERTY OWNER, LP AS LANDLORD AND THREDUP, INC. AS TENANT For Premises commonly known as Suite 200 at 969 Broadway, Oakland, CaliforniaOffice Lease • March 3rd, 2021 • ThredUp Inc. • Retail-catalog & mail-order houses • California
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 3rd, 2024 • ThredUp Inc. • Retail-catalog & mail-order houses • Delaware
This Stock Purchase Agreement (this “Agreement”) is made and entered into as of November 30, 2024 (the “Effective Date”), by and among each of the purchasers set forth on Schedule A attached hereto (each a “Purchaser” and collectively, the “Purchasers”) and ThredUp Inc. (the “Seller”). The Purchasers and the Seller shall each be referred to herein as a “Party,” and, together, as the “Parties.” The Parties acknowledge and agree that Remix US Holdings Inc., a Delaware corporation (the “Company”), is a third-party beneficiary of this Agreement and is entitled to rely on the representations made herein, and that the Company makes no representations or warranties of any kind hereunder to any other party to this Agreement.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 18th, 2021 • ThredUp Inc. • Retail-catalog & mail-order houses
This First Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of May 14, 2021, by and among WESTERN ALLIANCE BANK, an Arizona corporation (“Bank”) and ThredUp Inc., a Delaware corporation (“Parent”), ThredUp CF LLC, a Delaware limited liability company (“ThredUP CF”), ThredUp Intermediary Holdings LLC, a Virginia limited liability company (“Holdings”), and Knitwit GC LLC, a Virginia limited liability company (“Knitwit”, and together with Parent, ThredUP CF and Holdings, each a “Borrower” and collectively, the “Borrowers”).
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATIONStock Purchase Agreement • December 3rd, 2024 • ThredUp Inc. • Retail-catalog & mail-order houses
On November 30, 2024 (the “Closing Date”), ThredUp Inc. (the “Company”) entered into a Stock Purchase Agreement (the “SPA”), by and among the Company and Florin Filote, the general manager of the Company’s European business and Bulgarian subsidiary, Remix Global EAD (“Remix”). To effectuate the Transaction, the Company established Remix US Holdings Inc. (“Remix US Holdings”), a new wholly owned subsidiary incorporated in Delaware, and transferred 100.0% of the shares of capital stock of Remix to Remix US Holdings. Pursuant to the SPA, the Company agreed to the divestiture (the “Transaction”) of 91.0% of the common stock of Remix US Holdings Inc. to Florin Filote for an aggregate cash purchase price of EUR 1.00 (one Euro).
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 5th, 2024 • ThredUp Inc. • Retail-catalog & mail-order houses • California
This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of December 14, 2023 (this “Agreement”), is made by and among THREDUP INC., a Delaware corporation (“Parent”), THREDUP INTERMEDIARY HOLDINGS LLC, a Virginia limited liability company (“Holdings”), and KNITWIT GC LLC, a Virginia limited liability company (“Knitwit”, and together with Parent and Holdings, each a “Borrower” and collectively, the “Borrowers”), the financial institutions that are parties hereto as Lenders, and WESTERN ALLIANCE BANK, an Arizona corporation (“WAB”), as administrative agent for the Lenders (together with its successors and assigns in that capacity, the “Agent”).
FIRST AMENDMENT TO WARRANT TO PURCHASE STOCKWarrant to Purchase Stock • March 3rd, 2021 • ThredUp Inc. • Retail-catalog & mail-order houses
This First Amendment to Warrant to Purchase Stock (this "Amendment") is entered into as of May 29, 2020, by and between WESTERN ALLIANCE BANCORPORATION ("Holdco"), and THREDUP, INC. ("Company").
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of July 14, 2022, by and among THREDUP INC., THREDUP INTERMEDIARY HOLDINGS LLC, and KNITWIT GC LLC, as Borrowers, THE LENDERS FROM TIME TO TIME PARTY HERETO, and WESTERN ALLIANCE BANK,...Loan and Security Agreement • July 20th, 2022 • ThredUp Inc. • Retail-catalog & mail-order houses • California
This SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of July 14, 2022, by and among THREDUP INC., a Delaware corporation (“Parent”), THREDUP INTERMEDIARY HOLDINGS LLC, a Virginia limited liability company (“Holdings”), and KNITWIT GC LLC, a Virginia limited liability company (“Knitwit”, and together with Parent and Holdings, each a “Borrower” and collectively, the “Borrowers”), the financial institutions and other entities that are or hereafter become parties to this Agreement as Lenders, and WESTERN ALLIANCE BANK, an Arizona corporation (“WAB”), as administrative agent for the Lenders (together with its successors and assigns in that capacity, the “Agent”).
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 22nd, 2022 • ThredUp Inc. • Retail-catalog & mail-order houses
This Second Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of December 3, 2021, by and among WESTERN ALLIANCE BANK, an Arizona corporation (“Bank”) and ThredUp Inc., a Delaware corporation (“Parent”), ThredUp CF LLC, a Delaware limited liability company (“ThredUP CF”), ThredUp Intermediary Holdings LLC, a Virginia limited liability company (“Holdings”), and Knitwit GC LLC, a Virginia limited liability company (“Knitwit”, and together with Parent, ThredUP CF and Holdings, each a “Borrower” and collectively, the “Borrowers”).
