Stitch Fix, Inc. Sample Contracts

Stitch Fix, Inc. Class A Common Stock, par value $0.00002 per share Underwriting Agreement
Underwriting Agreement • November 6th, 2017 • Stitch Fix, Inc. • Retail-catalog & mail-order houses • New York

Stitch Fix, 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 and J.P. Morgan Securities LLC 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 $0.00002 (“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 herein, 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 is herein called the “Firm Shares” and the aggregate of [●] additional shares to be sold by the Comp

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FORM OF INDEMNITY AGREEMENT
Indemnification Agreement • October 19th, 2017 • Stitch Fix, Inc. • Retail-catalog & mail-order houses • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , is made by and between STITCH FIX, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).

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SENIOR SECURED CREDIT FACILITIES CREDIT AGREEMENT dated as of June 3, 2020, among STITCH FIX, INC., as the Borrower, The Several Lenders from Time to Time Party Hereto, and SILICON VALLEY BANK, as Administrative Agent, Issuing Lender and Swingline Lender
Credit Agreement • September 25th, 2020 • Stitch Fix, Inc. • Retail-catalog & mail-order houses • New York

THIS Credit Agreement (this “Agreement”), dated as of June 3, 2020, is entered into by and among STITCH FIX, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”).

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AGREEMENT TO FILE JOINTLY AND STATEMENT APPOINTING DESIGNATED FILER AND AUTHORIZED SIGNATORY
Joint Filing Agreement • November 16th, 2017 • Stitch Fix, Inc. • Retail-catalog & mail-order houses

Each of the undersigned entities and individuals (collectively, the "Reporting Persons") hereby authorizes and designates Benchmark Capital Management Co. VII, L.L.C. or such other person or entity as is designated in writing by Steven M. Spurlock (the "Designated Filer") as the beneficial owner to prepare and file on behalf of such Reporting Person individually, or jointly together with the other Reporting Persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the "Act"), the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the "Exchange Act") or any other state or federal agency (collectively, the "Reports") with

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SENIOR SECURED CREDIT FACILITIES AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 2, 2021, among STITCH FIX, INC., as the Borrower, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO, and SILICON VALLEY BANK, as Administrative Agent, Issuing...
Credit Agreement • June 8th, 2021 • Stitch Fix, Inc. • Retail-catalog & mail-order houses • New York
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FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • September 21st, 2022 • Stitch Fix, Inc. • Retail-catalog & mail-order houses • New York

This First Amendment to Amended and Restated Credit Agreement (this “Amendment”) dated and effective as of July 29, 2022 (the “First Amendment Effective Date”) by and among STITCH FIX, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities party hereto (the “Lenders”) and SILICON VALLEY BANK (“SVB”), as the Administrative Agent (SVB, in such capacity, the “Administrative Agent”), and as the Issuing Lender and the Swingline Lender.

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September 5, 2017 Paul Yee Stitch Fix, Inc. One Montgomery St., Suite 1500 San Francisco, CA 94104
Employment Agreement • October 19th, 2017 • Stitch Fix, Inc. • Retail-catalog & mail-order houses • California

On behalf of Stitch Fix, Inc. (the “Company”), I am pleased to offer you continued employment at the Company on the terms set forth in this offer letter agreement (the “Agreement”). As discussed, the terms of this Agreement govern with respect to your employment, effective as of the date it is signed by you.

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Re: Offer of Employment Dear Casey:
Offer of Employment • December 6th, 2023 • Stitch Fix, Inc. • Retail-catalog & mail-order houses

On behalf of Stitch Fix, Inc. (the “Company”), I am pleased to offer you employment at the Company on the terms set forth in this offer letter agreement (the “Agreement”). As discussed, the terms of this Agreement govern with respect to your employment, effective as of the date it is signed by you.

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October 20, 2023 Tony Bacos 10541 Leonardo Place Littleton CO 80125 Re: Offer of Employment Dear Tony Bacos,
Employment Agreement • September 25th, 2024 • Stitch Fix, Inc. • Retail-catalog & mail-order houses

On behalf of Stitch Fix, Inc. (the “Company”), I am pleased to offer you employment at the Company on the terms set forth in this offer letter agreement (the “Agreement”). As discussed, the terms of this Agreement govern with respect to your employment, effective as of the date it is signed by you.

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LOGISTICS SERVICES AGREEMENT
Logistics Services Agreement • November 6th, 2017 • Stitch Fix, Inc. • Retail-catalog & mail-order houses • Tennessee

This Logistics Services Agreement (“Agreement”) is entered into this 24th day of April, 2014, by and between Stitch Fix, Inc., having its principal place of business at 731 Market Street, Ste. 500, San Francisco, CA 94103 (“CLIENT”) and Ozburn-Hessey Logistics, LLC d/b/a OHL, a Tennessee limited liability company, having its principal place of business at 7101 Executive Center Drive, Suite 333, Brentwood, Tennessee 37027 (“OHL”). OHL and CLIENT may be referred to herein each as a “Party” and collectively, as the “Parties”.

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STITCH FIX, INC. FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • October 19th, 2017 • Stitch Fix, Inc. • Retail-catalog & mail-order houses • California

THIS FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of April 10, 2014, by and among STITCH FIX, INC., a Delaware corporation (the “Company”) and the investors listed on Exhibit A (the “Investors”).

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FIRST AMENDMENT
Office Lease • March 13th, 2018 • Stitch Fix, Inc. • Retail-catalog & mail-order houses

THIS FIRST AMENDMENT (the “Amendment”) is made and entered into as of February 22, 2016, by and between POST-MONTGOMERY ASSOCIATES, a California general partnership (“Landlord”), and STITCH FIX, INC., a Delaware corporation (“Tenant”).

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June 9, 2023 Matt Baer mhbaer@gmail.com Re: Chief Executive Officer Employment Offer Letter Dear Matt:
Chief Executive Officer Employment Offer Letter • September 20th, 2023 • Stitch Fix, Inc. • Retail-catalog & mail-order houses

On behalf of the Board of Directors (the “Board”) of Stitch Fix, Inc. (the “Company”), I am pleased to offer you the role of Chief Executive Officer pursuant to the terms of this letter agreement (the “Agreement”). The terms of this Agreement govern with respect to your employment, effective as of the start date set forth in paragraph 1 below.

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AMENDMENT THREE TO THE Logistics Services Agreement
Logistics Services Agreement • June 9th, 2020 • Stitch Fix, Inc. • Retail-catalog & mail-order houses

This AMENDMENT THREE TO THE Logistics Services Agreement (the “Amendment”) dated as of April 9, 2020 (“Amendment Date”) is by and between Stitch Fix, Inc. (“Client”) and Geodis Logistics LLC (“GEODIS,” collectively with Client, the “Parties”).

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* ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDMENT TWO TO THE LOGISTICS SERVICES AGREEMENT
Logistics Services Agreement • June 8th, 2018 • Stitch Fix, Inc. • Retail-catalog & mail-order houses

This AMENDMENT TWO TO THE LOGISTICS SERVICES AGREEMENT (the “Amendment”) dated as of the 23rd day of February, 2018 is by and between Stitch Fix, Inc. (“Client”) and Geodis Logistics LLC (“GEODIS,” collectively the “Parties,” each a “Party”).

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CREDIT AGREEMENT amongSTITCH FIX, INC. and THE ADDITIONAL BORROWERS FROM TIME TO TIME PARTY HERETO, as Borrowers, THE LENDERS FROM TIME TO TIME PARTY HERETO, and CITIBANK, N.A., as Agent Dated as of December 4, 2023
Credit Agreement • December 6th, 2023 • Stitch Fix, Inc. • Retail-catalog & mail-order houses
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SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS
Separation Agreement • March 8th, 2023 • Stitch Fix, Inc. • Retail-catalog & mail-order houses • California

This Separation Agreement and General Release of All Claims (“Separation Agreement”) is made by and between Stitch Fix, Inc. (“Stitch Fix”) and Elizabeth Spaulding (“Employee”) as the Effective Date (as defined herein).

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SECOND AMENDMENT
Office Lease • March 13th, 2018 • Stitch Fix, Inc. • Retail-catalog & mail-order houses

THIS SECOND AMENDMENT (the “Amendment”) is made and entered into as of September 6, 2017 by and between POST-MONTGOMERY ASSOCIATES, a California general partnership (“Landlord”), and STITCH FIX, INC., a Delaware corporation (“Tenant”).

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CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS
Confidential Separation Agreement • September 8th, 2017 • Stitch Fix, Inc. • Retail-catalog & mail-order houses • California

This Confidential Separation Agreement and General Release of All Claims (“Separation Agreement”) is made by and between Stitch Fix, Inc. (“Stitch Fix” or “Company”) and Julie Bornstein (“Employee”) with respect to the following facts:

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AMENDMENT ONE TO THE LOGISTICS SERVICES AGREEMENT
Logistics Services Agreement • June 8th, 2018 • Stitch Fix, Inc. • Retail-catalog & mail-order houses

This Amendment One to the Logistics Services Agreement (“Amendment”) is made and entered into as of July 1, 2016, by and between Ozburn-Hessey Logistics, LLC (“OHL”) and Stitch Fix, Inc. (“Client”) collectively referred to as the (“Parties”).

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June 24, 2021 Elizabeth Spaulding San Francisco, CA Re: CEO Employment
Ceo Employment Agreement • September 27th, 2021 • Stitch Fix, Inc. • Retail-catalog & mail-order houses • California

On behalf of Stitch Fix, Inc. (the “Company”), I am pleased to offer you continued employment at the Company on the terms set forth in this letter agreement (the “Agreement”). As discussed, the terms of this Agreement govern with respect to your employment and are effective as of August 1, 2021.

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CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS
Separation Agreement • October 19th, 2017 • Stitch Fix, Inc. • Retail-catalog & mail-order houses • California

This Confidential Separation Agreement and General Release of All Claims (“Separation Agreement”) is made by and between Stitch Fix, Inc. (“Stitch Fix” or “Company”) and Julie Bornstein (“Employee”) with respect to the following facts:

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • September 25th, 2020 • Stitch Fix, Inc. • Retail-catalog & mail-order houses • New York

This First Amendment to Credit Agreement (this “Amendment”) dated and effective as of July 24, 2020 (the “First Amendment Effective Date”) by and among STITCH FIX, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities party hereto (the “Lenders”) and SILICON VALLEY BANK (“SVB”), as the Administrative Agent (SVB, in such capacity, the “Administrative Agent”), and as the Issuing Lender and the Swingline Lender.

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CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS
Separation Agreement • March 8th, 2023 • Stitch Fix, Inc. • Retail-catalog & mail-order houses • California

This Confidential Separation Agreement and General Release of All Claims (“Separation Agreement”) is made by and between Stitch Fix, Inc. (“Stitch Fix”) and Scott Darling (“Employee”) with respect to the following facts:

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SEPARATION AGREEMENT
Separation Agreement • December 10th, 2019 • Stitch Fix, Inc. • Retail-catalog & mail-order houses • California

This Separation Agreement and General Release of All Claims (“Separation Agreement”) is made by and between Stitch Fix, Inc. (“Stitch Fix”) and Paul Yee (“Employee”) with respect to the following facts:

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April 1, 2023 David Aufderhaar Re: Chief Financial Officer Employment Offer Letter Dear David:
Employment Agreement • June 7th, 2023 • Stitch Fix, Inc. • Retail-catalog & mail-order houses

On behalf of the Board of Directors (the “Board”) of Stitch Fix, Inc. (the “Company”), I am pleased to confirm your role as Chief Financial Officer pursuant to the terms of this letter agreement (the “Agreement”). As discussed, the terms of this Agreement govern with respect to your employment, effective as of the start date set forth in paragraph 1 below.

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FOURTH AMENDMENT
Office Lease • June 8th, 2018 • Stitch Fix, Inc. • Retail-catalog & mail-order houses

THIS FOURTH AMENDMENT (this “Amendment”) is made and entered into as of June 4, 2018, by and between POST-MONTGOMERY ASSOCIATES, a California general partnership (“Landlord”), and STITCH FIX, INC., a Delaware corporation (“Tenant”).

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OFFICE LEASE POST MONTGOMERY CENTER One Montgomery Tower San Francisco, California LANDLORD: POST-MONTGOMERY ASSOCIATES TENANT: STITCH FIX, INC.
Office Lease • October 19th, 2017 • Stitch Fix, Inc. • Retail-catalog & mail-order houses • California

Alterations: Alterations, additions or other improvements to the Premises made by or on behalf of Tenant (other than the initial leasehold improvements , if any, made by or on behalf of Tenant pursuant to the Work Letter).

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CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS
Confidential Separation Agreement • September 20th, 2023 • Stitch Fix, Inc. • Retail-catalog & mail-order houses • California

This Confidential Separation Agreement and General Release of All Claims (“Separation Agreement”) is made by and between Stitch Fix, Inc. (“Stitch Fix”) and Sachin Dhawan (“Employee”) with respect to the following facts:

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January 7, 2021 Re: Transition from employee to non-employee director Dear Mike:
Transition Agreement • March 9th, 2021 • Stitch Fix, Inc. • Retail-catalog & mail-order houses

This letter memorializes the treatment of your stock awards as your full-time employment with Stitch Fix, Inc. (the “Company”) terminates but you continue your service as a non-employee director. Please countersign this letter below to confirm your understanding and agreement.

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June 14, 2024 Matt Baer VIA EMAIL Re: Modifications to Chief Executive Officer Employment Offer Letter Dear Matt:
Chief Executive Officer Employment Offer Letter • September 25th, 2024 • Stitch Fix, Inc. • Retail-catalog & mail-order houses

This letter agreement (the “Amendment”) modifies the below sections of the June 9, 2023 offer letter between you and Stitch Fix, Inc. (the “Company”)(the “Agreement”).

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THIRD AMENDMENT
Office Lease • February 2nd, 2018 • Stitch Fix, Inc. • Retail-catalog & mail-order houses

THIS THIRD AMENDMENT (this “Amendment”) is made and entered into as of January 29, 2018, by and between POST-MONTGOMERY ASSOCIATES, a California general partnership (“Landlord”), and STITCH FIX, INC., a Delaware corporation (“Tenant”).

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January 4, 2023 Ms. Katrina Lake Re: Chief Executive Officer Employment Offer Letter Dear Katrina:
Chief Executive Officer Employment Offer Letter • March 8th, 2023 • Stitch Fix, Inc. • Retail-catalog & mail-order houses

On behalf of the Board of Directors (the “Board”) of Stitch Fix, Inc. (the “Company”), I am pleased to confirm your role as Chief Executive Officer pursuant to the terms of this letter agreement (the “Agreement”). As discussed, the terms of this Agreement govern with respect to your employment, effective as of the start date set forth in paragraph 1 below.

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