ContractUnderwriting Agreement • February 27th, 2017 • J.Jill, Inc. • Women's, misses', and juniors outerwear • New York
The Company and the Selling Stockholder understand that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG J.JILL, INC. AND CERTAIN STOCKHOLDERS DATED AS OF MARCH 14, 2017Registration Rights Agreement • April 28th, 2017 • J.Jill, Inc. • Women's, misses', and juniors outerwear • New York
This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of March 14, 2017, is made by and among:
INDEMNIFICATION AGREEMENT by and between J.JILL, INC. and as Indemnitee Dated as of , 2017Indemnification Agreement • February 27th, 2017 • J.Jill, Inc. • Women's, misses', and juniors outerwear • Delaware
INDEMNIFICATION AGREEMENT, dated effective as of [ ], 2017 (this “Agreement”), by and between J.Jill, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Article 1.
J.JILL, INC. (as Issuer) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC (as Warrant Agent) Warrant Agreement Dated as of October 2, 2020 Warrants Exercisable for Shares of Common StockWarrant Agreement • October 2nd, 2020 • J.Jill, Inc. • Women's, misses', and juniors outerwear • Delaware
WARRANT AGREEMENT, dated as of October 2, 2020, among J.Jill, Inc., a Delaware corporation (as further defined below, the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).
ContractRestricted Stock Unit Award Agreement • April 4th, 2024 • J.Jill, Inc. • Women's, misses', and juniors outerwear • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is entered into as of [●], (the “Date of Grant”), by and between J.Jill, Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”).
ContractRestricted Stock Unit Award Agreement • February 27th, 2017 • J.Jill, Inc. • Women's, misses', and juniors outerwear • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is entered into as of [ ], 20[ ] (the “Date of Grant”), by and between J.Jill, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”).
ContractForbearance Agreement • August 27th, 2020 • J.Jill, Inc. • Women's, misses', and juniors outerwear
Reference is hereby made to that certain First Amended and Restated Forbearance Agreement, dated as of July 15, 2020 (as amended, the “Forbearance Agreement”), by and among Jill Acquisition LLC, a Delaware limited liability company (“Borrower”), J.Jill, Inc., a Delaware corporation (as successor to Jill Holdings LLC, a Delaware limited liability company, “Holdings”), the other Guarantors party thereto, Jefferies Finance LLC, as Administrative Agent (the “Administrative Agent”), and the Lenders party thereto (each a “Forbearing Lender” and, together, the “Forbearing Lenders”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Forbearance Agreement.
ContractNonqualified Option Award Agreement • June 14th, 2018 • J.Jill, Inc. • Women's, misses', and juniors outerwear • Delaware
THIS NONQUALIFIED OPTION AWARD AGREEMENT (this “Agreement”), is entered into as of April 16, 2018 (the “Date of Grant”), by and between J.Jill, Inc., a Delaware corporation (the “Company”), and Linda Heasley (the “Participant”).
ContractJ.Jill, Inc. • August 27th, 2020 • Women's, misses', and juniors outerwear
Reference is hereby made to that certain First Amended and Restated Forbearance Agreement, dated as of July 15, 2020 (as amended by that certain amendment dated July 22, 2020, as amended by that certain amendment dated July 29, 2020, as amended by that certain amendment dated August 5, 2020, as amended by that certain amendment dated August 12, 2020, and as amended hereby, the “Forbearance Agreement”), by and among Jill Acquisition LLC, a Delaware limited liability company (“Jill Acquisition”), J.Jill Gift Card Solutions, Inc., a Florida corporation (“J.Jill Gift Card Solutions” and together with Jill Acquisition, each a “Borrower” and collectively, the “Borrowers”), J.Jill, Inc., a Delaware corporation (“Parent”), CIT Finance LLC, as administrative agent and collateral agent (in such capacities, the “Agent”) and the Lenders party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Forbearance Agreement.
FIRST AMENDED AND RESTATED FORBEARANCE AGREEMENTForbearance Agreement • July 16th, 2020 • J.Jill, Inc. • Women's, misses', and juniors outerwear
This FIRST AMENDED AND RESTATED FORBEARANCE AGREEMENT (this “Agreement”), dated as of July 15, 2020 (the “Forbearance Amendment Date”), is by and among Jill Acquisition LLC, a Delaware limited liability company (“Jill Acquisition”), J.Jill Gift Card Solutions, Inc., a Florida corporation (“J.Jill Gift Card Solutions” and together with Jill Acquisition, each a “Borrower” and collectively, the “Borrowers”), J.Jill, Inc., a Delaware corporation, as successor to JJill Holdings, Inc. and Jill Intermediate LLC (as replacement “Parent” of Jill Holdings LLC) (“Parent”), the Agent (as defined below) and the Lenders party hereto.
ContractOption Award Agreement • February 27th, 2017 • J.Jill, Inc. • Women's, misses', and juniors outerwear • Delaware
THIS NONQUALIFIED OPTION AWARD AGREEMENT (this “Agreement”), is entered into as of [ ], 20[ ] (the “Date of Grant”), by and between J.Jill, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”). Capitalized terms used in this Agreement and not otherwise defined herein have the meanings ascribed to such terms in the J.Jill Inc. 2017 Omnibus Equity Incentive Plan, as amended, restated or otherwise modified from time to time in accordance with its terms (the “Plan”).
FIRST AMENDED AND RESTATED FORBEARANCE AGREEMENTForbearance Agreement • July 16th, 2020 • J.Jill, Inc. • Women's, misses', and juniors outerwear
This FIRST AMENDED AND RESTATED FORBEARANCE AGREEMENT (this “Agreement”), dated as of July 15, 2020 (the “Forbearance Amendment Date”), is by and among Jill Acquisition LLC, a Delaware limited liability company (“Borrower”), J.Jill, Inc., a Delaware corporation (as successor to Jill Holdings LLC, a Delaware limited liability company, “Holdings”), the other Guarantors party hereto, the Administrative Agent (as defined below) and the Lenders party hereto (each a “Forbearing Lender” and, together, the “Forbearing Lenders”).
SUBORDINATED TERM LOAN CREDIT AGREEMENT among J.JILL, INC., JILL ACQUISITION LLC, THE VARIOUS LENDERS PARTY HERETO FROM TIME TO TIME and WILMINGTON TRUST, NATIONAL ASSOCIATION, as ADMINISTRATIVE AGENT and as COLLATERAL AGENT Dated as of September 30, 2020Loan Credit Agreement • October 2nd, 2020 • J.Jill, Inc. • Women's, misses', and juniors outerwear
SUBORDINATED TERM LOAN CREDIT AGREEMENT, dated as of September 30, 2020, among J.JILL, INC., a Delaware corporation (“Holdings”), Jill Acquisition LLC, a Delaware limited liability company (the “Borrower”), the Lenders party hereto from time to time and Wilmington Trust, National Association (“Wilmington Trust”), as Administrative Agent and as Collateral Agent. All capitalized terms used herein and defined in Section 1 are used herein as therein defined.
TERM LOAN CREDIT AGREEMENT among JILL HOLDINGS LLC, JILL ACQUISITION LLC, THE VARIOUS LENDERS PARTY HERETO FROM TIME TO TIME and JEFFERIES FINANCE LLC, as ADMINISTRATIVE AGENT Dated as of May 8, 2015 JEFFERIES FINANCE LLC and MACQUARIE CAPITAL (USA)...Security Agreement • February 10th, 2017 • Jill Intermediate LLC • Women's, misses', and juniors outerwear • Delaware
WHEREAS, on or prior to the date hereof, JJill Holdings, Inc., a Delaware corporation, intends to acquire Jill Intermediate LLC (“Jill Intermediate”) and its subsidiaries (the “Acquisition”), pursuant to the terms of that certain Membership Interest Purchase Agreement (together with all exhibits, schedules and other disclosure letters thereto, collectively, the “Purchase Agreement”), dated as of March 30, 2015, by and among JJill Holdings, Inc., Jill Intermediate, the members of Jill Intermediate party thereto and JJ Holding Company Limited (as the same may be amended, restated, amended and restated modified and/or supplemented from time to time in accordance with the terms hereof and thereof), pursuant to which (i) certain equity holders will receive equity interests in JJIP, LLC, and contribute such equity interests to JJill Topco Holdings, L.P. (“Topco”), in exchange for certain equity interests in Topco, (ii) Jill Intermediate will pay off interests under the Commodities Purchase A
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF JJILL TOPCO HOLDINGS, LP, A DELAWARE LIMITED PARTNERSHIP Dated as of May 8, 2015J.Jill, Inc. • February 27th, 2017 • Women's, misses', and juniors outerwear • Delaware
This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”), dated as of May 8, 2015, of JJill Topco Holdings, LP, a Delaware limited partnership (the “Partnership”), is made by and among JJ Holdings GP, LLC, a Delaware limited liability company, as the sole general partner of the Partnership (the “General Partner”), and each of the Persons (as herein defined) who is a party to or otherwise bound by this Agreement and listed on the Partners Schedule (as herein defined) (collectively, the “Limited Partners” and together with the General Partner, the “Partners”, it being understood that the terms General Partner, Limited Partners and Partners shall be deemed to include any Person hereafter admitted to the Partnership as a general partner or a limited partner, pursuant to and accordance with the Delaware Act (as herein defined) and the terms of this Agreement).
Employment AgreementEmployment Agreement • April 12th, 2021 • J.Jill, Inc. • Women's, misses', and juniors outerwear • Delaware
This Employment Agreement (this “Agreement”) is made and entered into as of the last date signed below (the “Effective Date”), by and between J.Jill, Inc. (the “Company”) and Claire Spofford (“Executive” and, together with the Company, the “Parties”). It is understood that Executive’s first day of employment under this Agreement shall be October 26, 2020, or such other date, not later than December 1, 2020, or as may be mutually agreed in writing between the Parties (the “Start Date”).
STOCKHOLDERS AGREEMENT dated as of March 14, 2017 by and between J.JILL, INC. and TI IV JJILL HOLDINGS, LPStockholders Agreement • April 28th, 2017 • J.Jill, Inc. • Women's, misses', and juniors outerwear • Delaware
STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of March 14, 2017, between J.Jill, Inc., a Delaware corporation (the “Corporation”), and TI IV JJill Holdings, LP, a Delaware limited partnership (“Holdings”, and together with any other stockholders of the Corporation who become party hereto in accordance with this Agreement, the “Stockholders”).
JILL ACQUISITION LLC TOWERBROOK CAPITAL PARTNERS L.P. SERVICES AGREEMENTServices Agreement • February 10th, 2017 • Jill Intermediate LLC • Women's, misses', and juniors outerwear • Delaware
This Services Agreement (this “Agreement”) is made and entered into, and shall have effect, as of May 8, 2015 (the “Effective Date”), by and between Jill Acquisition LLC, a Delaware limited liability company with its principal place of business located at 4 Batterymarch Park, Quincy, Massachusetts 02169 (the “Company”), on the one hand, and TowerBrook Capital Partners L.P., a limited partnership organized under the laws of Delaware (“TowerBrook”), on the other hand. The Company and TowerBrook are the “Parties” and each a “Party” to this Agreement. Certain defined terms used herein are defined in Section 11.
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTIndemnification Agreement • April 28th, 2017 • J.Jill, Inc. • Women's, misses', and juniors outerwear • Delaware
INDEMNIFICATION AGREEMENT, dated effective as of [ ], 2017 (this “Agreement”), by and between J.Jill, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Article 1.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2017 • J.Jill, Inc. • Women's, misses', and juniors outerwear
This Amended and Restated Employment Agreement (this “Agreement”), entered into as of March 30, 2015 (the “Signing Date”), between JJill Topco Holdings, LP (the “Parent”), and PAULA BENNETT (“Executive” and, together with Parent, the “Parties”), amends and restates in its entirety, effective as of the Effective Date (defined below), that certain employment agreement dated March 30, 2012, by and among Jill Intermediate LLC (“Jill Intermediate”), Jill Acquisition LLC (the “Company”), and Executive (the “Prior Agreement”). In addition, JJ Holdings GP, LLC (“Parent GP”), and JJill Holdings, Inc. (“Buyer”), each join this Agreement, and Parent shall cause Jill Intermediate to join this Agreement as soon as practicable following the Effective Date (as defined below), and shall be Parties hereto, for the limited purposes set forth in paragraph 22. As soon as practicable following the Effective Date, Parent shall cause the Company to join this Agreement and become a Party hereto.
ContractJ.Jill, Inc. • July 30th, 2020 • Women's, misses', and juniors outerwear
Reference is hereby made to that certain First Amended and Restated Forbearance Agreement, dated as of July 15, 2020 (as amended by that certain amendment dated July 22, 2020, and as amended hereby, the “Forbearance Agreement”), by and among Jill Acquisition LLC, a Delaware limited liability company (“Jill Acquisition”), J.Jill Gift Card Solutions, Inc., a Florida corporation (“J.Jill Gift Card Solutions” and together with Jill Acquisition, each a “Borrower” and collectively, the “Borrowers”), J.Jill, Inc., a Delaware corporation (“Parent”), CIT Finance LLC, as administrative agent and collateral agent (in such capacities, the “Agent”) and the Lenders party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Forbearance Agreement.
RETIREMENT AGREEMENTRetirement Agreement • April 13th, 2018 • J.Jill, Inc. • Women's, misses', and juniors outerwear • Delaware
This Retirement Agreement (this “Agreement”) is made and entered into as of March 13, 2018 (the “Effective Date”), by and between J.Jill, Inc. (the “Company”), and Paula Bennett (the “Executive” and, together with the Company, the “Parties”).
ContractJ.Jill, Inc. • July 23rd, 2020 • Women's, misses', and juniors outerwear
Reference is hereby made to that certain First Amended and Restated Forbearance Agreement, dated as of July 15, 2020 (as amended hereby, the “Forbearance Agreement”), by and among Jill Acquisition LLC, a Delaware limited liability company (“Jill Acquisition”), J.Jill Gift Card Solutions, Inc., a Florida corporation (“J.Jill Gift Card Solutions” and together with Jill Acquisition, each a “Borrower” and collectively, the “Borrowers”), J.Jill, Inc., a Delaware corporation (“Parent”), CIT Finance LLC, as administrative agent and collateral agent (in such capacities, the “Agent”) and the Lenders party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Forbearance Agreement.
J.JILL, INC. (as Issuer) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC (as Warrant Agent) Warrant Agreement Dated as of October 2, 2020, as amended on December 4, 2020 Warrants Exercisable for Shares of Common StockAgreement • December 11th, 2020 • J.Jill, Inc. • Women's, misses', and juniors outerwear • Delaware
WARRANT AGREEMENT, dated as of October 2, 2020, among J.Jill, Inc., a Delaware corporation (as further defined below, the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).
ContractJ.Jill, Inc. • September 25th, 2020 • Women's, misses', and juniors outerwear
Reference is hereby made to that certain First Amended and Restated Forbearance Agreement, dated as of July 15, 2020 (as amended, the “Forbearance Agreement”), by and among Jill Acquisition LLC, a Delaware limited liability company (“Borrower”), J.Jill, Inc., a Delaware corporation (as successor to Jill Holdings LLC, a Delaware limited liability company, “Holdings”), the other Guarantors party thereto, Jefferies Finance LLC, as Administrative Agent (the “Administrative Agent”), and the Lenders party thereto (each a “Forbearing Lender” and, together, the “Forbearing Lenders”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Forbearance Agreement.
ABL CREDIT AGREEMENT among JILL HOLDINGS LLC, as Parent, JILL ACQUISITION LLC, as Company, CERTAIN SUBSIDIARIES OF JILL ACQUISITION LLC FROM TIME TO TIME PARTY HERETO, THE LENDERS PARTY HERETO and CIT FINANCE LLC, as Administrative Agent and...Credit Agreement • January 20th, 2017 • Jill Intermediate LLC • Women's, misses', and juniors outerwear • Delaware
WHEREAS, on or prior to the date hereof, JJill Holdings, Inc., a Delaware corporation (“Holdings”), intends to acquire Jill Intermediate LLC (“Jill Intermediate”) and its subsidiaries (the “Acquisition”) pursuant to the terms of that certain Membership Interest Purchase Agreement, dated as of March 30, 2015, by and among Holdings, Jill Intermediate, the members of Jill Intermediate party thereto and JJ Holding Company Limited (as the same may be amended, restated, amended and restated, modified and/or supplemented from time to time in accordance with the terms hereof and thereof, and together with all exhibits, schedules and other disclosure letters thereto, collectively, the “Purchase Agreement”), pursuant to which (i) certain equity holders will receive equity interests in JJIP, LLC, and contribute such equity interests to JJill Topco Holdings, L.P. (“Topco”), in exchange for certain equity interests in Topco, (ii) Jill Intermediate will pay off interests under the Commodities Purcha
ContractForbearance Agreement • July 23rd, 2020 • J.Jill, Inc. • Women's, misses', and juniors outerwear
Reference is hereby made to that certain First Amended and Restated Forbearance Agreement, dated as of July 15, 2020 (as amended, the “Forbearance Agreement”), by and among Jill Acquisition LLC, a Delaware limited liability company (“Borrower”), J.Jill, Inc., a Delaware corporation (as successor to Jill Holdings LLC, a Delaware limited liability company, “Holdings”), the other Guarantors party thereto, Jefferies Finance LLC, as Administrative Agent (the “Administrative Agent”), and the Lenders party thereto (each a “Forbearing Lender” and, together, the “Forbearing Lenders”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Forbearance Agreement.
November 1, 2023 Claire Spofford Dear Claire:J.Jill, Inc. • December 5th, 2023 • Women's, misses', and juniors outerwear
We are amending your Employment Agreement dated October 3, 2020 (the “Agreement”). These changes will take effect on February 15, 2024 (the “Effective Date”). Capitalized terms used in this letter (the “Amendment”) shall have the meanings given to them in the Agreement.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2017 • J.Jill, Inc. • Women's, misses', and juniors outerwear
This Amended and Restated Employment Agreement (this “Agreement”) is made and entered into as of May 22, 2015 by and between Jill Acquisition LLC (the “Company”) and JOANN FIELDER (“Executive” and, together with the Company, the “Parties”), and amends and restates in its entirety, effective as of the Effective Date (defined below), that certain employment agreement dated March 30, 2012, by and between the Company and Executive, as amended on March 13, 2015 (the “Prior Agreement”). JJill Topco Holdings, LP (“Parent”), also joins this Agreement for the limited purpose of acknowledging the provisions in paragraph 3(e) below.
ContractRestricted Stock Unit Award Agreement • April 4th, 2024 • J.Jill, Inc. • Women's, misses', and juniors outerwear • Delaware
THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is entered into as of [●], (the “Date of Grant”), by and between J.Jill, Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”).
ContractJ.Jill, Inc. • September 1st, 2020 • Women's, misses', and juniors outerwear
Reference is hereby made to that certain First Amended and Restated Forbearance Agreement, dated as of July 15, 2020 (as amended by that certain amendment dated July 22, 2020, as amended by that certain amendment dated July 29, 2020, as amended by that certain amendment dated August 5, 2020, as amended by that certain amendment dated August 12, 2020 as amended by that certain amendment dated August 26, 2020, and as amended hereby, the “Forbearance Agreement”), by and among Jill Acquisition LLC, a Delaware limited liability company (“Jill Acquisition”), J.Jill Gift Card Solutions, Inc., a Florida corporation (“J.Jill Gift Card Solutions” and together with Jill Acquisition, each a “Borrower” and collectively, the “Borrowers”), J.Jill, Inc., a Delaware corporation (“Parent”), CIT Finance LLC, as administrative agent and collateral agent (in such capacities, the “Agent”) and the Lenders party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings as
Amendment to Forbearance AgreementForbearance Agreement • July 30th, 2020 • J.Jill, Inc. • Women's, misses', and juniors outerwear
Reference is hereby made to that certain First Amended and Restated Forbearance Agreement, dated as of July 15, 2020 (as amended, the “Forbearance Agreement”), by and among Jill Acquisition LLC, a Delaware limited liability company (“Borrower”), J.Jill, Inc., a Delaware corporation (as successor to Jill Holdings LLC, a Delaware limited liability company, “Holdings”), the other Guarantors party thereto, Jefferies Finance LLC, as Administrative Agent (the “Administrative Agent”), and the Lenders party thereto (each a “Forbearing Lender” and, together, the “Forbearing Lenders”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Forbearance Agreement.
AMENDMENT NO. 1 TO ABL CREDIT AGREEMENTAbl Credit Agreement • January 20th, 2017 • Jill Intermediate LLC • Women's, misses', and juniors outerwear • New York
AMENDMENT NO. 1 TO ABL CREDIT AGREEMENT (this “First Amendment”), dated as of May 27, 2016, among JILL ACQUISITION LLC, a Delaware limited liability company (the “Company”), J. JILL GIFT CARD SOLUTIONS, INC., a Florida corporation (together with the Company, the “Borrowers”), the other Borrowers from time to time party hereto, JILL INTERMEDIATE LLC, a Delaware limited liability company (as successor to Jill Holdings LLC, “Parent”), the other Guarantors from time to time party hereto, the other Lenders from time to time party hereto and CIT FINANCE LLC, as the Administrative Agent and Collateral Agent (in such capacity, the “Agent”). All capitalized terms used herein (including in this preamble) and not otherwise defined herein shall have the respective meanings provided such terms in the ABL Credit Agreement (as defined below).
ContractUnderwriting Agreement • June 14th, 2024 • J.Jill, Inc. • Women's, misses', and juniors outerwear • New York
ContractRestricted Stock Unit Award Agreement • February 19th, 2021 • J.Jill, Inc. • Women's, misses', and juniors outerwear • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is entered into as of February 15, 2021 (the “Date of Grant”), by and between J.Jill, Inc., a Delaware corporation (the “Company”), and Claire Spofford (the “Participant”).
