E.l.f. Beauty, Inc. Sample Contracts
Indemnification AgreementIndemnification Agreement • August 26th, 2016 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 20 by and between e.l.f. Beauty, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). [This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.]
Standard Contracts
Underwriting AgreementUnderwriting Agreement • March 24th, 2017 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • New York
Certain stockholders of e.l.f. Beauty, Inc., a Delaware corporation (the “Company”) named in Schedule 2 hereto (the “Selling Stockholders”, which includes the Selling Stockholders identified on Schedule 2 hereto as Specified Selling Stockholders (each a “Specified Selling Stockholder”)), propose to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) (the “Underwritten Shares”). In addition, the Selling Stockholders, as and to the extent indicated in Schedule 2 hereto, propose to sell, at the option of the Underwriters, up to an additional [•] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the s
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2019 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • California
This Amended and Restated Employment Agreement (this “Agreement”), is made and entered into on February 26, 2019 (the “Effective Date”), by and among e.l.f. Cosmetics, Inc. (together with any successor, the “Company”), e.l.f. Beauty, Inc., the owner of all of the outstanding capital stock of the Company (together with any successor, “e.l.f. Beauty”), and Tarang P. Amin (“Executive”).
Underwriting AgreementUnderwriting Agreement • September 12th, 2016 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • New York
Morgan Stanley & Co. LLC ( “Morgan Stanley”) has agreed to reserve a portion of the Shares to be purchased by it under this Agreement for sale to the Company’s directors, officers, employees and business associates and other parties related to the Company (collectively, “Participants”), as set forth in the Prospectus (as hereinafter defined) under the heading “Underwriting” (the “Directed Share Program”). The Shares to be sold by Morgan Stanley and its affiliates pursuant to the Directed Share Program, at the direction of the Company, are referred to hereinafter as the “Directed Shares”. Any Directed Shares not orally confirmed for purchase by any Participant by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.
OAKLAND, CALIFORNIA OFFICE LEASE a Delaware limited liability company, Landlord and a Delaware corporation, Tenant DATED AS OF: May 29, 2024Office Lease • August 9th, 2024 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • California
EMPLOYMENT AGREEMENTEmployment Agreement • May 25th, 2023 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • California
This Employment Agreement (this “Agreement”) is made and entered into on April 20, 2022, by and among e.l.f. Cosmetics, Inc. (together with any successor, the “Company”), e.l.f. Beauty, Inc., the owner of all of the outstanding capital stock of the Company (together with any successor, “e.l.f. Beauty”), and Jennie Laar (“Executive”).
SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT Dated as of March 3, 2017Stockholders Agreement • March 3rd, 2017 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
This Second Amended and Restated Stockholders Agreement (this “Agreement”) is entered into as of March 3, 2017, by and among (i) e.l.f. Beauty, Inc., a Delaware corporation (f/k/a J.A. Cosmetics Holdings, Inc.) (the “Company”), (ii) TPG elf Holdings, L.P., a Delaware limited partnership (together with its Permitted Transferees designated as such in such Permitted Transferees’ Joinder Agreements, “TPG”), (iii) each of the Persons listed on the Schedule of Rollover Stockholders attached hereto as such schedule may be modified or amended from time to time to reflect any Transfer to Permitted Transfers (the “Rollover Stockholders”), and (iv) each other Person listed on the Schedule of Additional Stockholders attached hereto as such schedule may be modified or amended from time to time to reflect each Person after the date hereof who at any time acquires Equity Securities of the Company and agrees to become party to and bound by this Agreement by signing a Joinder Agreement (“Joinder Agreem
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • June 22nd, 2016 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”) is entered into as of this 31st day of January, 2014 by and among BANK OF MONTREAL, as lender and as administrative agent (in its capacity as administrative agent, together with any successor thereto, “Senior Agent”) for the lenders from time to time party to the Senior Credit Agreement defined below (collectively with such lenders party to such Credit Agreement and any Credit Product Providers, as such term is defined in such Credit Agreement, “Senior Lenders”), U.S. BANK NATIONAL ASSOCIATION, as collateral agent (together with any successor thereto, the “Junior Agent”) for the lenders from time to time party to the Junior Credit Agreement defined below and each other holder of Junior Debt from time to time, PENNANTPARK INVESTMENT CORPORATION, PENNANTPARK FLOATING RATE CAPITAL LTD. and PENNANTPARK CREDIT OPPORTUNITIES FUND, LP, together with each of their successors or assigns from time to time party to the Junior Credi
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 26th, 2016 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of January 31, 2014 is made by and among (i) J.A. Cosmetics Holdings, Inc., a Delaware corporation (the “Company”), (ii) the Persons listed on Schedule I attached hereto (as amended from time to time, the “TPG-Group”), and (iii) the Persons listed on Schedule II attached hereto, together with all other Persons who may become a party to this Agreement by executing and delivering to the Company a Joinder Agreement (“Joinder Agreement”), in the form attached hereto as Exhibit A, to the Company subsequent to the original execution and delivery of this Agreement (collectively, the “Non-TPG Group”). The TPG Group and the Non-TPG Group are collectively referred to herein as the “Stockholders,” and each member of each of the TPG Group and the Non-TPG Group, as a “Stockholder.”
CONSENT UNDER, REAFFIRMATION OF AND SECOND AMENDMENT TO SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • August 26th, 2016 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS CONSENT UNDER, REAFFIRMATION OF AND SECOND AMENDMENT TO SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”) is made as of June 7, 2016, by and among E.L.F. COSMETICS, INC. (formerly known as J.A. Cosmetics US, Inc.), a Delaware corporation (“e.l.f. Cosmetics”), JA 139 FULTON STREET CORP., a New York corporation (“JA Fulton”), JA 741 RETAIL CORP., a New York corporation (“JA 741 Retail”), JA COSMETICS RETAIL, INC., a New York corporation (“JA Cosmetics Retail”), J.A. RF, LLC, a Delaware limited liability company (“JA RF”), J.A. CHERRY HILL, LLC, a Delaware limited liability company (“JA Cherry Hill”; JA Cosmetics Retail, J.A. Cosmetics, JA Fulton, JA 741 Retail, JA RF and JA Cherry Hill collectively, the “Borrowers”), E.L.F. BEAUTY, INC. (formerly known as J.A. Cosmetics Holdings, Inc.), a Delaware corporation (“Holdings”; each of the Borrowers and Holdings is referred to individually as an “Obligor” and collectively as the “Obligors”), U.S. BANK NATIONAL ASSOCIATION, as J
CREDIT AGREEMENT Dated as of December 23, 2016 among E.L.F. COSMETICS, INC., JA 139 FULTON STREET CORP., JA 741 RETAIL CORP., JA COSMETICS RETAIL, INC., J.A. RF, LLC, J.A. CHERRY HILL, LLC, and each other Person that becomes a Borrower hereunder by...Credit Agreement • December 28th, 2016 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of December 23, 2016, among e.l.f. Cosmetics, Inc., a Delaware corporation (“elf Cosmetics”), JA 139 Fulton Street Corp., a New York corporation (“JA 139 Fulton”), JA 741 Retail Corp., a New York corporation (“JA 741 Retail), JA Cosmetics Retail, Inc., a New York corporation (“JA Cosmetics Retail”), J.A. RF, LLC, a Delaware limited liability company (“JA RF”), J.A. Cherry Hill, LLC, a Delaware limited liability company (“JA Cherry Hill”; elf Cosmetics, JA 139 Fulton, JA 741 Retail, JA Cosmetics Retail, JA RF, JA Cherry Hill and each Domestic Subsidiary of Holdings who hereafter becomes a “Borrower” hereunder pursuant to a Joinder Agreement, may be referred to individually, as a “Borrower” and collectively herein, as “Borrowers”), e.l.f. Beauty, Inc., a Delaware corporation (“Holdings”), the other Persons party hereto that are designated as a “Loan Part
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 25th, 2023 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of April 30, 2021, among e.l.f. Cosmetics, Inc., a Delaware corporation (“elf Cosmetics”), J.A. RF, LLC, a Delaware limited liability company (“JA RF”), W3LL People, Inc., a Delaware corporation (“W3LL”; elf Cosmetics, JA RF, W3LL and each Domestic Subsidiary of Holdings who hereafter becomes a “Borrower” hereunder pursuant to a Joinder Agreement, may be referred to individually, as a “Borrower” and collectively herein, as “Borrowers”), e.l.f. Beauty, Inc., a Delaware corporation (“Holdings”), the other Persons party hereto that are designated as a “Loan Party”, EACH LENDER FROM TIME TO TIME PARTY HERETO (collectively, the “Lenders” and individually, a “Lender”), and BANK OF MONTREAL, a Canadian chartered bank acting through its Chicago branch as Administrative Agent, Swing Line Lender, and an L/C Issuer.
ContractPhantom Shares Award Agreement • April 29th, 2016 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
By signing this Agreement, you agree to all of the terms and conditions of this Agreement and the Plan. You are also acknowledging receipt of this Agreement and a copy of the Plan.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 28th, 2017 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • New York
The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Term Loan Maturity Date, and (ii) the date of the acceleration of such Term Loans in accordance with the terms hereof.”
CONSENT UNDER, REAFFIRMATION OF AND FIRST AMENDMENT TO SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • June 22nd, 2016 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS CONSENT UNDER, REAFFIRMATION OF AND FIRST AMENDMENT TO SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”) is made as of August 26, 2014, by and among J.A. COSMETICS US, INC., a Delaware corporation (“J.A. Cosmetics”), JA 139 FULTON STREET CORP., a New York corporation (“JA Fulton”), JA 741 RETAIL CORP., a New York corporation (“JA 741 Retail”), JA COSMETICS RETAIL, INC., a New York corporation (“JA Cosmetics Retail”), J.A. RF, LLC, a Delaware limited liability company (“JA RF”), J.A. CHERRY HILL, LLC, a Delaware limited liability company (“JA Cherry Hill”; JA Cosmetics Retail, J.A. Cosmetics, JA Fulton, JA 741 Retail, JA RF and JA Cherry Hill collectively, the “Borrowers”), J.A. COSMETICS HOLDINGS, INC. a Delaware corporation (“Holdings”; each of the Borrowers and Holdings is referred to individually as an “Obligor” and collectively as the “Obligors”), U.S. BANK NATIONAL ASSOCIATION, as Junior Agent (as defined in the Subordination Agreement described below) (in such cap
AMENDED AND RESTATED LEASE AGREEMENTLease Agreement • August 8th, 2019 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations
This Amended and Restated Lease Agreement dated June 19, 2019 (“Amendment”) is made and entered into by and between e.l.f. Cosmetics, Inc., a Delaware corporation, formerly known as J.A. Cosmetics US, Inc. (“Lessee”) and Redwood Property Investors III, LLC, a California limited liability company (as successor to 1007 Clay Street Properties LLC (“Lessor”). Lessor and Lessee are sometimes hereinafter collectively referred to as “the Parties.”
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 9th, 2020 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of April 8, 2020 (the “Third Amendment Effective Date”) by and among e.l.f. Cosmetics, Inc., a Delaware corporation (“e.l.f. Cosmetics”), J.A. RF, LLC, a Delaware limited liability company (“JA RF”), W3ll People, Inc., a Delaware corporation (“W3LL”; collectively with e.l.f. Cosmetics and JA RF, the “Borrowers”), e.l.f. Beauty, Inc., a Delaware corporation (“e.l.f. Beauty”), the other Persons party hereto that are designated as a “Loan Party” on the signature pages hereof, Bank of Montreal, a Canadian chartered bank acting through its Chicago branch (in its individual capacity, “BMO”), as Administrative Agent, an L/C Issuer and as a Lender, and the other Lenders signatory hereto.
Addendum to Standard Multi-Tenant Office Lease - GrossAddendum to Standard Multi-Tenant Office Lease - Gross • April 29th, 2016 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations
This Addendum to Standard Multi-Tenant Office Lease - Gross (this “Addendum”) is made and entered into by and between 1007 Clay Street Properties LLC, a California limited liability company (“Lessor”) and J.A. Cosmetics US, Inc., a Delaware corporation (“Lessee”), and is dated as of the date set forth on the first page of the Standard Multi-Tenant Office Lease - Gross between Lessor and Lessee (the “Base Lease”) to which this Addendum is attached. The Lease covers certain premises located at 570 10th Street in Oakland, California as described in more particularity in the Base Lease (the “Premises”). The promises, covenants, agreements and declarations made and set forth herein are intended to and shall have the same force and effect as if set forth at length in the body of the Base Lease. To the extent that the provisions of this Addendum are inconsistent with the terms and conditions of the Base Lease, the terms and conditions of this Addendum shall control. Capitalized terms used her
AMENDMENT NO. 1 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • December 28th, 2016 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
This Amendment No. 1 (this “Amendment”) is made as of December 23, 2016 by e.l.f. Beauty, Inc., a Delaware corporation (the “Company”) and TPG elf Holdings, L.P., a Delaware limited partnership (“TPG”) to the Amended and Restated Stockholders Agreement, dated as of September 21, 2016, by and among the Company, TPG and the other security holders of the Company party thereto (the “Original Stockholders Agreement”).
SECOND LIEN CREDIT AGREEMENT Dated as of January 31, 2014 among J.A. COSMETICS HOLDINGS, INC., as Initial Borrower, and each other Person that becomes a Borrower hereunder by execution of a Joinder Agreement, as the Borrowers, THE OTHER PERSONS PARTY...Second Lien Credit Agreement • June 22nd, 2016 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This SECOND LIEN CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of January 31, 2014, among J.A. Cosmetics Holdings, Inc., a Delaware corporation (“Holdings”), as the initial borrower (the “Initial Borrower”; each of the Initial Borrower, and each Domestic Subsidiary of Initial Borrower who hereafter becomes a “Borrower” hereunder pursuant to a Joinder Agreement, may be referred to individually, as a “Borrower” and collectively herein, as “Borrowers”), the other Persons party hereto that are designated as a “Loan Party”, EACH LENDER FROM TIME TO TIME PARTY HERETO (collectively, the “Lenders” and individually, a “Lender”), and U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent.
COOPERATION AGREEMENTCooperation Agreement • July 2nd, 2020 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
This Cooperation Agreement (“Agreement”) is entered into as of July 1, 2020, by and between e.l.f. Beauty, Inc., a Delaware corporation (the “Company”), and Marathon Partners Equity Management, LLC (“Marathon Partners”), Marathon Partners L.P., Marathon Focus Fund L.P., Marathon Partners LUX Fund, L.P., Cibelli Research & Management, LLC and Mario Cibelli (collectively, the “Marathon Parties”) (each of the Company, on the one hand, and the Marathon Parties, on the other hand, a “Party” to this Agreement, and collectively, the “Parties”).
SECURITIES PURCHASE AGREEMENT BY AND AMONG NATURIUM LLC, TCB-N PRELUDE BLOCKER CORP., THE CENTER BRANDS LLC, ELAINE J. BALADY, TCB PRELUDE HOLDINGS, LLC, E.L.F. COSMETICS, INC., E.L.F. BEAUTY, INC. and THE CENTER BRANDS LLC (solely in its capacity as...Securities Purchase Agreement • October 5th, 2023 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 28, 2023, by and among (i) Naturium LLC, a Delaware limited liability company (the “Company”), (ii) TCB-N Prelude Blocker Corp., a Delaware corporation (“Blocker”), (iii) The Center Brands LLC, a Delaware limited liability company (“TCB”), (iv) Elaine J. Balady, an individual (together with TCB, the “Naturium Sellers”), (v) TCB Prelude Holdings, LLC, a Delaware limited liability company (the “Blocker Seller”, and together with the Naturium Sellers, the “Sellers” and each, a “Seller”), (vi) e.l.f. Cosmetics, Inc. (“Buyer”), a Delaware corporation, (vii) e.l.f. Beauty, Inc. (“Parent”), a Delaware corporation and (viii) TCB (the “Representative”) (solely in its capacity as the Representative for purposes of Section 2.02, Section 2.03, Section 3.02, Section 7.07, Section 7.08, Section 7.11, Section 7.13, Section 8.03, Section 9.02 and ARTICLE X).
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 27th, 2024 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of August 26, 2024 (the “Amendment Effective Date”), by and among e.l.f. Cosmetics, Inc., a Delaware corporation (“e.l.f. Cosmetics”), J.A. RF, LLC, a Delaware limited liability company (“J.A. RF”), W3LL People, Inc., a Delaware corporation (“W3LL”; collectively with e.l.f. Cosmetics and J.A. RF, the “Borrowers”), e.l.f. Beauty, Inc., a Delaware corporation (“Holdings”), the other Persons party hereto that are designated as a “Loan Party” on the signature pages hereof, Bank of Montreal, a Canadian chartered bank acting through its Chicago branch (in its individual capacity, “BMO”), as Administrative Agent, an L/C Issuer and a Lender, and each Lender signatory hereto.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 28th, 2020 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of December 7, 2018 (the “Second Amendment Effective Date”) by and among e.l.f. Cosmetics, Inc., a Delaware corporation (“e.l.f. Cosmetics”), JA 139 Fulton Street Corp., a New York corporation (“JA 139 Fulton”), JA 741 Retail Corp., a New York corporation (“JA 741 Retail”), JA Cosmetics Retail, Inc., a New York corporation (“JA Cosmetics Retail”), J.A. RF, LLC, a Delaware limited liability company (“JA RF”), and J.A. Cherry Hill, LLC, a Delaware limited liability company (“JA Cherry Hill”; collectively with e.l.f. Cosmetics, JA 139 Fulton JA 741 Retail, JA Cosmetics Retail and JA RF, the “Borrowers”), e.l.f. Beauty, Inc., a Delaware corporation (“e.l.f. Beauty”), the other Persons party hereto that are designated as a “Loan Party” on the signature pages hereof, Bank of Montreal, a Canadian chartered bank acting through its Chicago branch (in its individual capacity, “BMO”), as Administrative Agent, an L/C I
FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • June 22nd, 2016 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENT (this “First Amendment”), dated as of August 14, 2014, is by and among J.A. Cosmetics Holdings Inc., a Delaware corporation (“Holdings”), each Domestic Subsidiary of Holdings party to the Credit Agreement described below (the “Borrowers”), PennantPark Investment Corporation, PennantPark Floating Rate Capital Ltd., PennantPark Credit Opportunities Fund, LP (the foregoing PennantPark entities, collectively, the “Required Lenders”), each Loan Party to the Credit Agreement described below (the “Guarantors”) and U.S. Bank National Association, as Collateral Agent under the Credit Agreement described below (in such capacity, the “Collateral Agent”).
FIRST AMENDMENT TO LEASELease • February 4th, 2021 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is made as of the 24th day of August, 2020 by and between JURUPA GATEWAY LLC, a Delaware limited liability company (“Lessor”), and E.L.F. COSMETICS, INC., a Delaware corporation (formerly known as J.A. Cosmetics US, Inc.) (“Lessee”).
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 2nd, 2023 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of August 28, 2023 (the “Amendment Closing Date”), by and among e.l.f. Cosmetics, Inc., a Delaware corporation (“e.l.f. Cosmetics”), J.A. RF, LLC, a Delaware limited liability company (“J.A. RF”), W3LL People, Inc., a Delaware corporation (“W3LL”; collectively with e.l.f. Cosmetics and J.A. RF, the “Borrowers”), e.l.f. Beauty, Inc., a Delaware corporation (“Holdings”), the other Persons party hereto that are designated as a “Loan Party” on the signature pages hereof, Bank of Montreal, a Canadian chartered bank acting through its Chicago branch (in its individual capacity, “BMO”), as Administrative Agent, an L/C Issuer and a Lender, and each Lender signatory hereto, each in its individual capacity as a Lender under the Credit Agreement and/or as a provider of the portion of the Second Amendment Requested Incremental Term Loan (as defined below) set forth opposite such Lender’s name on Sc
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND FIRST AMENDMENT TO PLEDGE AND SECURITY AGREEMENTFourth Amendment to Amended and Restated Credit Agreement and First Amendment to Pledge and Security Agreement • March 3rd, 2025 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of April 30, 2021, among e.l.f. Cosmetics, Inc., a Delaware corporation (“e.l.f. Cosmetics”), J.A. RF, LLC, a Delaware limited liability company (“JA RF”), W3LL People, Inc., a Delaware corporation (“W3LL”; e.l.f. Cosmetics, JA RF, W3LL and each Domestic Subsidiary of Holdings who hereafter becomes a “Borrower” hereunder pursuant to a Joinder Agreement, may be referred to individually, as a “Borrower” and collectively herein, as “Borrowers”), e.l.f. Beauty, Inc., a Delaware corporation (“Holdings”), the other Persons party hereto that are designated as a “Loan Party”, EACH LENDER FROM TIME TO TIME PARTY HERETO (collectively, the “Lenders” and individually, a “Lender”), and BANK OF MONTREAL, a Canadian chartered bank acting through its Chicago branch as Administrative Agent, Swing Line Lender, and an L/C Issuer
Addendum to Standard Multi-Tenant Office Lease - GrossAddendum to Standard Multi-Tenant Office Lease - Gross • August 26th, 2016 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations
This Addendum to Standard Multi-Tenant Office Lease - Gross (this “Addendum”) is made and entered into by and between 1007 Clay Street Properties LLC, a California limited liability company (“Lessor”) and J.A. Cosmetics US, Inc., a Delaware corporation (“Lessee”), and is dated as of the date set forth on the first page of the Standard Multi-Tenant Office Lease - Gross between Lessor and Lessee (the “Base Lease”) to which this Addendum is attached. The Lease covers certain premises located at 570 10th Street in Oakland, California as described in more particularity in the Base Lease (the “Premises”). The promises, covenants, agreements and declarations made and set forth herein are intended to and shall have the same force and effect as if set forth at length in the body of the Base Lease. To the extent that the provisions of this Addendum are inconsistent with the terms and conditions of the Base Lease, the terms and conditions of this Addendum shall control. Capitalized terms used her
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT PURSUANT TO THENon-Qualified Stock Option Award Agreement • August 26th, 2016 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between J.A. Cosmetics Holdings, Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the J.A. Cosmetics Holdings, Inc. 2014 Equity Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
SECOND AMENDMENT TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • August 26th, 2016 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS SECOND AMENDMENT TO SECOND LIEN CREDIT AGREEMENT (this “Amendment”) is entered into as of June 7, 2016 (the “Second Amendment Effective Date”) by and among e.l.f. Cosmetics, Inc. (formerly known as J.A. Cosmetics US, Inc.), a Delaware corporation (“e.l.f. Cosmetics”), JA 139 Fulton Street Corp., a New York corporation (“JA 139 Fulton”), JA 741 Retail Corp., a New York corporation (“JA 741 Retail”), JA Cosmetics Retail, Inc., a New York corporation (“JA Cosmetics Retail”), J.A. RF, LLC, a Delaware limited liability company (“JA RF”), and J.A. Cherry Hill, LLC, a Delaware limited liability company (“JA Cherry Hill”; collectively with e.l.f. Cosmetics, JA 139 Fulton, JA 741 Retail, JA Cosmetics Retail and JA RF, the “Borrowers”), e.l.f. Beauty, Inc. (formerly known as J.A. Cosmetics Holdings, Inc.), a Delaware corporation (“e.l.f. Beauty”), the other Persons party hereto that are designated as a “Loan Party” on the signature pages hereof, PennantPark Investment Corporation, PennantPa
PLEDGE AND SECURITY AGREEMENT dated as of January 31, 2014 among AND THE OTHER PERSONS FROM TIME TO TIME PARTY HERETO as Grantors, and BANK OF MONTREAL, as Administrative AgentPledge and Security Agreement • June 22nd, 2016 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This PLEDGE AND SECURITY AGREEMENT (as amended, restated or supplemented from time to time, this “Agreement”) dated as of January 31, 2014, is made by each of the Grantors referred to below, in favor of BANK OF MONTREAL, in its capacity as Administrative Agent for each Lender Party (as defined in the Credit Agreement) (in such capacity, together with its successors and permitted assigns in such capacity, if any, the “Administrative Agent”).
CONSENT AND SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 19th, 2016 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS CONSENT AND SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of September 19, 2016 (the “Second Amendment Effective Date”) by and among e.l.f. Cosmetics, Inc. (formerly known as J.A. Cosmetics US, Inc.), a Delaware corporation (“e.l.f. Cosmetics”), JA 139 Fulton Street Corp., a New York corporation (“JA 139 Fulton”), JA 741 Retail Corp., a New York corporation (“JA 741 Retail”), JA Cosmetics Retail, Inc., a New York corporation (“JA Cosmetics Retail”), J.A. RF, LLC, a Delaware limited liability company (“JA RF”), and J.A. Cherry Hill, LLC, a Delaware limited liability company (“JA Cherry Hill”; collectively with e.l.f. Cosmetics, JA 139 Fulton JA 741 Retail, JA Cosmetics Retail and JA RF, the “Borrowers”), e.l.f. Beauty, Inc. (formerly known as J.A. Cosmetics Holdings, Inc.), a Delaware corporation (“e.l.f. Beauty”), the other Persons party hereto that are designated as a “Loan Party” on the signature pages hereof, Bank of Montreal, a Canadian chartered b
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 26th, 2016 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of June 7, 2016 (the “First Amendment Effective Date”) by and among e.l.f. Cosmetics, Inc. (formerly known as J.A. Cosmetics US, Inc.), a Delaware corporation (“e.l.f. Cosmetics”), JA 139 Fulton Street Corp., a New York corporation (“JA 139 Fulton”), JA 741 Retail Corp., a New York corporation (“JA 741 Retail”), JA Cosmetics Retail, Inc., a New York corporation (“JA Cosmetics Retail”), J.A. RF, LLC, a Delaware limited liability company (“JA RF”), and J.A. Cherry Hill, LLC, a Delaware limited liability company (“JA Cherry Hill”; collectively with e.l.f. Cosmetics, JA 139 Fulton JA 741 Retail, JA Cosmetics Retail and JA RF, the “Borrowers”), e.l.f. Beauty, Inc. (formerly known as J.A. Cosmetics Holdings, Inc.), a Delaware corporation (“e.l.f. Beauty”), the other Persons party hereto that are designated as a “Loan Party” on the signature pages hereof, Bank of Montreal, a Canadian chartered bank acting through i
JOINDER TO SUBORDINATION AND INTERCREDITOR AGREEMENTJoinder to Subordination and Intercreditor Agreement • June 22nd, 2016 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations
This JOINDER TO SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Joinder”) dated as of the 31st day of January, 2014 from J.A. COSMETICS US, INC., a Delaware corporation (“J.A. Cosmetics”), JA COSMETICS RETAIL, INC., a New York corporation (“JA Cosmetics Retail”), JA 741 RETAIL CORP., a New York corporation (“JA 741 Retail”) and JA 139 FULTON STREET CORP., a New York corporation (“JA 139 Fulton”; and with J.A. Cosmetics, JA Cosmetics Retail, JA 741 Retail and JA 139 Fulton, each a “New Obligor” and collectively, the “New Obligors”), to BANK OF MONTREAL, a Canadian chartered bank acting through its Chicago office, as Administrative Agent for all Senior Lenders under the Subordination Agreement referred to below, and to the JUNIOR CREDITORS referred to below. Capitalized terms used but not defined herein shall have the meaning set forth in the Subordination Agreement referred to below.
