Lulu’s Fashion Lounge Holdings, Inc. Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • November 1st, 2021 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses • New York
Lulu’s Fashion Lounge Holdings, 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 you are acting as representatives (the “Representatives”) an aggregate of [•] shares of common stock, par value $0.001 per share (“Stock”) of the Company (the “Firm Shares”) and, at the election of the Underwriters, up to [•] additional shares of Stock. The aggregate of [•] shares of Stock to be sold by the Company is herein called the “Firm Shares” and the aggregate of up to [•] additional shares of Stock to be sold by the Company is herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”.
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification Agreement • November 1st, 2021 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 2021 by and between Lulu’s Fashion Lounge Holdings, Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors] [an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement .
FIRST AMENDMENTCredit Agreement • July 25th, 2024 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses • New York
This CREDIT AGREEMENT is entered into as of November 15, 2021, among LULU’S FASHION LOUNGE, LLC, a Delaware limited liability company (the “Borrower”), Lulu’s Fashion Lounge Parent, LLC, a Delaware limited liability company (“Holdings”), the other Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
LULU’S FASHION LOUNGE HOLDINGS, INC. INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 12th, 2021 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 12th day of April, 2018, by and among Lulu’s Fashion Lounge Holdings, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”), Lulu’s Holdings, L.P. (the “Limited Partnership”), and LFL Acquisition Corp., a Delaware corporation (“LFL”), solely with respect to Subsection 5.6.
EMPLOYMENT AGREEMENTEmployment Agreement • March 6th, 2024 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses • California
This Employment Agreement (this “Agreement”), is made and entered into on December 21, 2023, by and among Lulu’s Fashion Lounge, LLC, a Delaware limited liability company (the “Company”), Lulu’s Fashion Lounge Holdings, Inc., a Delawre corporation and indirect parent of the Company (“Parent”), and Laura Deady (“Executive”). For purposes of this Agreement, the term “Company” shall include Parent and each of its subsidiaries, including the Company, unless the context clearly indicates otherwise.
145,000,000 CREDIT FACILITY CREDIT AGREEMENT Dated as of August 28, 2017, by and among LULU’S FASHION LOUNGE, LLC as the Borrower, LULU’S FASHION LOUNGE PARENT, LLC, as Holdings and a Guarantor, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as...Credit Agreement • October 12th, 2021 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses • New York
This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, restated, amended and restated, supplemented, extended or otherwise modified from time to time, this “Agreement”) is entered into as of August 28, 2017, by and among Lulu’s Fashion Lounge, LLC, a Delaware limited liability company (the “Borrower”), Lulu’s Fashion Lounge Parent, LLC, a Delaware limited liability company (“Holdings”), Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the several lenders from time to time party hereto (collectively, the “Lenders” and individually each a “Lender”), and the Lenders.
LULU’S FASHION LOUNGE HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 16th, 2021 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of the 10th day of November, 2021, by and among Lulu’s Fashion Lounge Holdings, Inc., a Delaware corporation (the “Company”) and each of the parties listed on Schedule A hereto (each of which is referred to in this Agreement as a “Holder”).
COMMERCIAL LEASE (South Chico Chicas, LLC – Lulu’s Fashion Lounge Holdings, Inc.)Commercial Lease • November 19th, 2019 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses • California
This COMMERCIAL LEASE (“Lease” or “Agreement”) is made and entered into March 16, 2018 (the “Effective Date”), by and between South Chico Chicas, LLC, hereinafter referred to as the “Lessor,” and Lulu’s Fashion Lounge Holdings, Inc., hereinafter referred to as the “Lessee.”
FIRST AMENDMENT TO LEASELease • October 12th, 2021 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses
THIS FIRST Amendment to Lease (“First Amendment”) is made and entered into this 24th day of February, 2019 by and between Chrin-Carson Development, LLC (“Landlord”) and Lulu’s Fashion Lounge Holdings, Inc. (“Tenant”).
ContractCredit Agreement • October 12th, 2021 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses • New York
WAIVER AND AMENDMENT NO. 3 dated as of February 15, 2019 (this “Amendment”) to the Credit Agreement dated as of August 28, 2017 (as amended, supplemented or modified prior to the date hereof, the “Credit Agreement”), by and among LULU’S FASHION LOUNGE, LLC, a Delaware limited liability company (the “Borrower”), LULU’S FASHION LOUNGE PARENT, LLC, a Delaware limited liability company (“Holdings”), the Lenders party thereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent” and, together with the Administrative Agent, the “Agent”) for the Lenders.
TRANSACTION SERVICES AGREEMENTTransaction Services Agreement • October 12th, 2021 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses • Florida
THIS TRANSACTION SERVICES AGREEMENT (“Agreement”), effective as of July 25, 2014 (the “Effective Date”), by and between LuLu’s Holdings, LLC, a Delaware limited liability company (the “Company”), and H.I.G. Capital, LLC, a Delaware limited liability company (“Consultant”).
ContractCredit Agreement • October 12th, 2021 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses • New York
AMENDMENT NO. 1 dated as of February 12, 2018 (this “Amendment”), to the Credit Agreement dated as of August 28, 2017 (as amended, supplemented or modified prior to the date hereof, the “Credit Agreement”), by and among LULU’S FASHION LOUNGE, LLC, a Delaware limited liability company (the “Borrower”), LULU’S FASHION LOUNGE PARENT, LLC, a Delaware limited liability company (“Holdings”), the Lenders party thereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent” and, together with the Administrative Agent, the “Agent”) for the Lenders.
WAIVER AND AMENDMENT NO. 4 TO CREDIT AGREEMENT AND AMENDMENT TO GUARANTY AND SECURITY AGREEMENT dated as of May 30, 2019 (this “Amendment”) to the Credit Agreement dated as of August 28, 2017 (as amended, supplemented or modified prior to the date...Credit Agreement • October 12th, 2021 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses • New York
PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • October 12th, 2021 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses • Florida
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”), effective as of July 25, 2014 (the “Effective Date”), by and between LuLu’s Holdings, LLC, a Delaware limited liability company (the “Company”), and H.I.G. Capital, LLC, a Delaware limited liability company (the “Consultant”).
July 1, 2019 ADDENDUM TO LEASE DATED May 6, 2017 BY AND BETWEEN: Hegan Lane Partnership, Lessor and Lulu’s Fashion Lounge, Inc., LesseeLease Addendum • October 12th, 2021 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses
ContractCredit Agreement • October 12th, 2021 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses • New York
AMENDMENT NO. 2 dated as of April 25, 2018 (this “Amendment”), to the Credit Agreement dated as of August 28, 2017 (as amended, supplemented or modified prior to the date hereof, the “Credit Agreement”), by and among LULU’S FASHION LOUNGE, LLC, a Delaware limited liability company (the “Borrower”), LULU’S FASHION LOUNGE PARENT, LLC, a Delaware limited liability company (“Holdings”), the Lenders party thereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent” and, together with the Administrative Agent, the “Agent”) for the Lenders.
EMPLOYMENT AGREEMENTEmployment Agreement • March 6th, 2023 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses • California
This Employment Agreement (this "Agreement"), is made and entered into on March 5, 2023, by and among Lulu's Fashion Lounge, LLC, a Delaware limited liability company (the "Company"), Lulu's Fashion Lounge Holdings, Inc., a Delaware corporation and indirect parent of the Company ("Parent") and Crystal Landsem ("Executive"). For purposes of this Agreement, the term "Company" shall include Parent and each of its subsidiaries, including the Company, unless the context clearly indicates otherwise.
LULU’S FASHION LOUNGE HOLDINGS, INC. STOCK AWARD NOTICENon-Plan Stock Award Agreement • November 1st, 2021 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses • Delaware
The individual listed below (the “Grantee”) previously held Class P Units (as defined in that certain Agreement of Limited Partnership of Lulu’s Holdings, L.P., as amended (the “Holdings LPA”)) in Lulu’s Holdings, L.P., a Delaware limited partnership (“Holdings”), which were a special class of limited partnership interest in Holdings. Immediately before the completion of the initial public offering (the “IPO Closing”) of the equity securities of Lulu’s Fashion Lounge Holdings, Inc., a Delaware corporation (the “Company”), Holdings’ assets included shares of common stock of the Company. Immediately before the IPO Closing, Holdings terminated and is hereby distributing to the Grantee a portion of the shares (the “Shares”) of Company common stock that were held by Holdings, as required pursuant to the terms of the Holdings LPA, which distribution is in full and complete satisfaction of all liabilities and obligations arising out of or relating to the Class P Units held by the Grantee. The
C A L! F OR N I A AS SOC TA'I iD1' OF RL\ l.TORS '~ COMMERCIAL LEASE CONSTRUCTION ACCESSIBILITY ADDENDUM (C.A.R. Fonn CLCA 11/16) This is an addendum to the Commercial Lease Agreement (lease) dated __ __ __ _ _ ___ _ in which _ _ _ Heg~Lane...Commercial Lease Agreement • March 14th, 2023 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses
MASTER FULFILLMENT SYSTEM ACQUISITION & SOFTWARE LICENSE AGREEMENTMaster Fulfillment System Acquisition & Software License Agreement • May 17th, 2022 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses • Massachusetts
This Master Fulfillment System Acquisition & Software License Agreement (this “Agreement”) is dated as of September 24, 2021 (hereinafter the “Effective Date”) by and between 6 River Systems, LLC, a Delaware company (“6RS”), and Lulu’s Fashion Lounge, LLC, a Delaware limited liability company (“Customer”). 6RS and Customer are each a “Party” and collectively the “Parties” to this Agreement.
LULU’S FASHION LOUNGE HOLDINGS, INC. STOCK OPTION AGREEMENT GRANT NOTICEStock Option Agreement • October 12th, 2021 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses
You have been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Lulu’s Fashion Lounge Holdings, Inc. 2021 Equity Incentive Plan (the “Plan”) and this Stock Option Agreement, which includes the terms in this Grant Notice (the “Grant Notice”) and Appendix A attached hereto (collectively, the “Agreement”). Capitalized terms used but not defined in the Agreement shall have the meanings ascribed to such terms in the Plan.
SECOND AMENDMENTCredit Agreement • November 13th, 2024 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses
THIS SECOND AMENDMENT (this “Amendment”), dated as of November 12, 2024, is entered into among LULU’S FASHION LOUNGE, LLC, a Delaware limited liability company (the “Borrower”), Lulu’s Fashion Lounge Parent, LLC, a Delaware limited liability company (“Holdings”), the other Guarantors party hereto, the Lenders party hereto, and Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and an L/C Issuer.
THIRD AMENDMENTCredit Agreement • December 16th, 2024 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses
THIS THIRD AMENDMENT (this “Amendment”), dated as of December 13, 2024, is entered into among LULU’S FASHION LOUNGE, LLC, a Delaware limited liability company (the “Borrower”), Lulu’s Fashion Lounge Parent, LLC, a Delaware limited liability company (“Holdings”), the other Guarantors party hereto, the Lenders party hereto, and Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and an L/C Issuer.
FIRST AMENDMENT TO LULU’S FASHION LOUNGE HOLDINGS, INC. 2021 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENTStock Option Agreement • February 14th, 2023 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses
This First Amendment to Lulu’s Fashion Lounge Holdings, Inc. 2021 Equity Incentive Plan Stock Option Agreement (this “Amendment”), dated effective as of February 13, 2023, is made by and between Lulu’s Fashion Lounge Holdings, Inc. (the “Company”), and David W. McCreight (the “Optionee”).
Amendment to Employment AgreementEmployment Agreement • March 6th, 2023 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses
This Amendment to Employment Agreement (this “Amendment”), is made and entered into on March 5, 2023, by and among Lulu’s Fashion Lounge, LLC, a Delaware limited liability company (the “Company”), Lulu’s Fashion Lounge Holdings, Inc., a Delaware corporation and indirect parent of the Company (“Parent”) and Mark Vos (“Executive”). For purposes of this Agreement, the term “Company” shall include Parent and each of its subsidiaries, including the Company, unless the context clearly indicates otherwise.
EMPLOYMENT AGREEMENTEmployment Agreement • October 12th, 2021 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses • Delaware
This Employment Agreement (this “Agreement”), is made and entered into on April 15, 2021, by and among Lulu’s Fashion Lounge, LLC, a Delaware limited liability company (the “Company”), Lulu’s Fashion Lounge Holdings, Inc., a Delaware corporation and indirect parent of the Company (“Parent”) and David W. McCreight (“Executive”). This Agreement shall become effective as of the Effective Date (as hereinafter defined).
Second Amendment to Employment AgreementEmployment Agreement • January 10th, 2024 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses
This Second Amendment to Employment Agreement (this “Second Amendment”), is made and entered into on January 9, 2024, by and among Lulu’s Fashion Lounge, LLC, a Delaware limited liability company (the “Company”), Lulu’s Fashion Lounge Holdings, Inc., a Delaware corporation and indirect parent of the Company (“Parent”) and Mark Vos (“Executive”). For purposes of this Agreement, the term “Company” shall include Parent and each of its subsidiaries, including the Company, unless the context clearly indicates otherwise. All capitalized terms used in this Amendment and not defined herein shall have the meanings set forth in the Amended Agreement.
STOCKHOLDERS AGREEMENT OF LULU’S FASHION LOUNGE HOLDINGS, INC.Stockholders Agreement • November 1st, 2021 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses • Delaware
THIS STOCKHOLDERS AGREEMENT, dated as of November [10], 2021 (as it may be amended, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among Lulu’s Fashion Lounge Holdings, Inc., a Delaware corporation (the “Corporation”), H.I.G. Growth Partners – Lulu’s, L.P., a [Delaware limited partnership] (“HIG”), Institutional Venture Partners XV, L.P., a Delaware limited partnership (“IVP XV”), Institutional Venture Partners XV Executive Fund, L.P., a Delaware limited partnership (“IVP XV Executive Fund”), Institutional Venture Partners XVI, L.P., a Delaware limited partnership (“IVP XVI,” and together with IVP XV and IVP XV Executive Fund, the “IVP Holdcos”) and Canada Pension Plan Investment Board, a Canadian Crown Corporation (“CPPIB” and, together with HIG and the IVP Holdcos, the “Stockholders”). Certain terms used in this Agreement are defined in Section 7.
December 27, 2022 EXTENSION TO LEASE DATED May 6, 2017 BY AND BETWEEN: Hegan Lane Partnership, Lessor and Lulu’s Fashion Lounge, LLC., Lessee Property Address: 2812 Hegan Lane, B Chico, CA 95928 This extension of the above- mentioned lease is for one...Lease Extension • March 14th, 2023 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses
EX-10.5 2/7 July 1, 2019 ADDENDUM TO LEASE DATED October 26, 2017 BY AND BETWEEN: Hegan Lane Partnership, Lessor andLulu’s Fashion Lounge, Inc., Lessee Property Address: 2812 Hegan Lane, Unit C+F Chico, CA 95928 The purpose of this addendum is to...Lease Addendum • August 16th, 2022 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses
STOCKHOLDERS AGREEMENT OF LULU’S FASHION LOUNGE HOLDINGS, INC.Stockholders Agreement • December 16th, 2021 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses • Delaware
THIS STOCKHOLDERS AGREEMENT, dated as of November 10, 2021 (as it may be amended, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among Lulu’s Fashion Lounge Holdings, Inc., a Delaware corporation (the “Corporation”), H.I.G. Growth Partners – Lulu’s, L.P., a Delaware limited partnership (“HIG”), Institutional Venture Partners XV, L.P., a Delaware limited partnership (“IVP XV”), Institutional Venture Partners XV Executive Fund, L.P., a Delaware limited partnership (“IVP XV Executive Fund”), Institutional Venture Partners XVI, L.P., a Delaware limited partnership (“IVP XVI,” and together with IVP XV and IVP XV Executive Fund, the “IVP Holdcos”) and Canada Pension Plan Investment Board, a Canadian Crown Corporation (“CPPIB” and, together with HIG and the IVP Holdcos, the “Stockholders”). Certain terms used in this Agreement are defined in Section 7.
RESTRICTED CLASS P COMMON UNIT AWARDRestricted Class P Common Unit Award • November 19th, 2019 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses • Delaware
THIS RESTRICTED CLASS P COMMON UNIT AWARD (the “Award”) is made as of December 5, 2016 (the “Issuance Date”) between LuLu’s Holdings, LLC, a Delaware limited liability company (the “Company”), and _______________ (“Recipient”).
LULU’S FASHION LOUNGE HOLDINGS, INC. SPECIAL COMPENSATION AWARD AGREEMENT GRANT NOTICESpecial Compensation Award Agreement • October 12th, 2021 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses
You have been granted a special compensation award, intended to constitute an Other Award for purposes of the Plan (the “Award”), subject to the terms and conditions of the Lulu’s Fashion Lounge Holdings, Inc. 2021 Equity Incentive Plan (the “Plan”) and this Special Compensation Award Agreement, which includes the terms in this Grant Notice (the “Grant Notice”) and Appendix A attached hereto (collectively, the “Agreement”). Capitalized terms used but not defined in the Agreement shall have the meanings ascribed to such terms in the Plan.
COMMERCIAL LEASE AGREEMENTCommercial Lease Agreement • August 8th, 2023 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses • California
