TORRID HOLDINGS INC. (a Delaware corporation) [•] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • New York
Contract Type FiledJune 23rd, 2021 Company Industry Jurisdiction
TORRID HOLDINGS INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 6th, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
Contract Type FiledJuly 6th, 2021 Company Industry JurisdictionTHIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 6, 2021 among Torrid Holdings Inc., a Delaware corporation (the “Company”), each investor listed on the signature pages hereto under the caption “Sponsor Investors” (collectively, the “Sponsor Investors”), each Person listed on the signature pages under the caption “Other Investors” or who executes a Joinder as an “Other Investor” (collectively, the “Other Investors”) and each of the executives listed on the signature pages under the caption “Executives” or who executes a Joinder as an “Executive” (collectively, the “Executives”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE TORRID HOLDINGS INC. 2021 LONG- TERM INCENTIVE PLANRestricted Stock Unit Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
Contract Type FiledJune 23rd, 2021 Company Industry JurisdictionTHIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Torrid Holdings Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Torrid Holdings Inc. 2021 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
RESTRICTED STOCK AGREEMENT PURSUANT TO THE TORRID HOLDINGS INC. 2021 LONG-TERM INCENTIVE PLANRestricted Stock Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
Contract Type FiledJune 23rd, 2021 Company Industry JurisdictionTHIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Torrid Holdings Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Torrid Holdings Inc. 2021 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 23, 2017 among TORRID LLC, as the Lead Borrower, For The Borrowers Named Herein, The Guarantors Named Herein, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, The Other...Credit Agreement • June 7th, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • London
Contract Type FiledJune 7th, 2021 Company Industry JurisdictionThis AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of October 23, 2017, among TORRID LLC, a California limited liability company (the “Lead Borrower”), the Persons named on Schedule 1.01 hereto (together with the Lead Borrower, each a “Borrower” and collectively, the “Borrowers”), TORRID INC., a Delaware corporation (“Holdings”), and each other Guarantor (as hereinafter defined) from time to time party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent.
NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE TORRID HOLDINGS INC. 2021 LONG-TERM INCENTIVE PLANNonqualified Stock Option Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
Contract Type FiledJune 23rd, 2021 Company Industry JurisdictionTHIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Torrid Holdings Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Torrid Holdings Inc. 2021 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
DB1/ 136724199.3 FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 21, 2023 (this “Agreement”), is among TORRID LLC, a California limited liability company (the...Credit Agreement • June 7th, 2023 • Torrid Holdings Inc. • Retail-apparel & accessory stores
Contract Type FiledJune 7th, 2023 Company Industry
CREDIT AGREEMENT Dated as of June 14, 2021 among TORRID INTERMEDIATE, LLC, as Holdings, TORRID LLC, as Borrower, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent and THE OTHER LENDERS PARTY HERETO BOFA SECURITIES, INC., MORGAN...Credit Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • New York
Contract Type FiledJune 23rd, 2021 Company Industry JurisdictionThis CREDIT AGREEMENT (this “Agreement”) is entered into as of June 14, 2021, by and among TORRID INTERMEDIATE, LLC, a Delaware limited liability company (“Holdings”), TORRID LLC, a California limited liability company and direct subsidiary of Holdings (the “Borrower”), BANK OF AMERICA, N.A. (“Bank of America”), 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”) under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
Execution Version FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of May 24, 2023 (this “Agreement”), is between TORRID LLC, a California limited liability company (the “Borrower”) and Bank of America, N.A., as...Credit Agreement • June 7th, 2023 • Torrid Holdings Inc. • Retail-apparel & accessory stores • New York
Contract Type FiledJune 7th, 2023 Company Industry Jurisdiction
TERM LOAN CREDIT AGREEMENT Dated as of June 14, 2019 among TORRID INC., as Holdings, TORRID LLC, as the Borrower, CORTLAND CAPITAL MARKET SERVICES LLC, as Administrative Agent and Collateral Agent, and THE LENDERS PARTY HERETO KKR CREDIT ADVISORS (US)...Term Loan Credit Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • New York
Contract Type FiledJune 23rd, 2021 Company Industry JurisdictionThis TERM LOAN CREDIT AGREEMENT (this “Agreement”) is entered into as of June 14, 2019, by and among Torrid Inc., a Delaware corporation (“Holdings”), Torrid LLC, a California limited liability company and direct subsidiary of Holdings (the “Borrower”), KKR Credit Advisors (US) LLC, as Structuring Advisor, Cortland Capital Market Services LLC, 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”) under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 2nd, 2024 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
Contract Type FiledApril 2nd, 2024 Company Industry JurisdictionThis EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of March 23, 2023, by and between Torrid Holdings Inc., a Delaware corporation (the “Company”), and Mark Mizicko (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party.” This Agreement (including the Exhibits hereto) supersedes all prior and contemporaneous oral or written employment agreements or arrangements among the Parties and their Affiliates (as defined below) with respect to the subject matter hereof. Unless otherwise indicated, capitalized terms used herein are defined in Section 3(f) hereof.
Page | 1 SEPARATION AGREEMENT This Separation Agreement and Release (“Agreement”) sets forth the agreement reached concerning the separation of Michael Salmon (“Employee”), from Torrid Merchandising, Inc. and its parent companies, subsidiaries and...Separation Agreement • March 28th, 2023 • Torrid Holdings Inc. • Retail-apparel & accessory stores • California
Contract Type FiledMarch 28th, 2023 Company Industry Jurisdiction
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • New York
Contract Type FiledJune 23rd, 2021 Company Industry JurisdictionThis AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of October 23, 2017, as amended on June 14, 2019, as amended on September 4, 2019, and as further amended on June 14, 2021, among
SERVICES AGREEMENT by and between HOT TOPIC, INC. and TORRID LLC dated as of August 1, 2019Services Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • California
Contract Type FiledJune 23rd, 2021 Company Industry JurisdictionThis SERVICES AGREEMENT (this “Agreement”), dated as of March 21, 2019, is entered into by and between Hot Topic, Inc., a California corporation (“Hot Topic”), and Torrid LLC, a California limited liability company (“Torrid” and, together with Hot Topic, each a “Party” and together the “Parties”).
AMENDMENT NO. 1 TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • June 7th, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • New York
Contract Type FiledJune 7th, 2021 Company Industry JurisdictionThis TERM LOAN CREDIT AGREEMENT (this “Agreement”) is entered into as of June 14, 2019, by and among Torrid Inc.Intermediate LLC, a Delaware corporationlimited liability company (f/k/a Torrid Inc.) (“Holdings”), Torrid LLC, a California limited liability company and direct subsidiary of Holdings (the “Borrower”), KKR Credit Advisors (US) LLC, as Structuring Advisor, Cortland Capital Market Services LLC, 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”) under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
PERFORMANCE STOCK UNIT AGREEMENT PURSUANT TO THE TORRID HOLDINGS INC. 2021 LONG-TERM INCENTIVE PLANPerformance Stock Unit Agreement • May 4th, 2022 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
Contract Type FiledMay 4th, 2022 Company Industry JurisdictionTHIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Torrid Holdings Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Torrid Holdings Inc. 2021 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
Page | 1 SEPARATION AGREEMENT This Separation Agreement and Release (“Agreement”) sets forth the agreement reached concerning the separation of Anne Stephenson (“Employee”), from Torrid Administration, Inc. and its parent companies, subsidiaries and...Separation Agreement • June 7th, 2023 • Torrid Holdings Inc. • Retail-apparel & accessory stores • California
Contract Type FiledJune 7th, 2023 Company Industry Jurisdiction
ContractServices Agreement • December 7th, 2023 • Torrid Holdings Inc. • Retail-apparel & accessory stores
Contract Type FiledDecember 7th, 2023 Company Industry
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
Contract Type FiledJune 23rd, 2021 Company Industry JurisdictionThis Indemnification Agreement (this “Agreement”) is made as of [●], 2021 by and between Torrid Holdings, Inc., a Delaware corporation (the “Corporation”), in its own name and on behalf of its direct and indirect subsidiaries, and [●], an individual (“Indemnitee”).
ContractThe Services Agreement • December 8th, 2022 • Torrid Holdings Inc. • Retail-apparel & accessory stores
Contract Type FiledDecember 8th, 2022 Company Industry
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • September 1st, 2023 • Torrid Holdings Inc. • Retail-apparel & accessory stores
Contract Type FiledSeptember 1st, 2023 Company IndustryThis Amendment No. 2 to Employment Agreement (this “Amendment”), effective as of August 31, 2023 (the “Second Amendment Effective Date”), is entered into by and among Torrid Holdings Inc., a Delaware corporation (the “Company”), Torrid LLC, a California limited liability company and a wholly owned indirect subsidiary of the Company (“Torrid”), and Elizabeth Muñoz-Guzman, an individual (the “Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement (as defined below), as amended hereby.
STOCKHOLDERS AGREEMENTStockholders Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
Contract Type FiledJune 23rd, 2021 Company Industry JurisdictionTHIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of [●], 2021, by and among Torrid Holdings Inc., a Delaware corporation (the “Company”) and Sycamore Partners Torrid, L.L.C, a Delaware limited liability company (the “Stockholder”). Unless otherwise indicated herein, capitalized terms used herein are defined in Section 4 hereof.
PERFORMANCE STOCK UNIT AGREEMENT TORRID HOLDINGS INC. 2021 LONG-TERM INCENTIVE PLANPerformance Stock Unit Agreement • September 7th, 2022 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
Contract Type FiledSeptember 7th, 2022 Company Industry JurisdictionTHIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Torrid Holdings Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Torrid Holdings Inc. 2021 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
ContractServices Agreement • June 12th, 2024 • Torrid Holdings Inc. • Retail-apparel & accessory stores
Contract Type FiledJune 12th, 2024 Company Industry
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • May 4th, 2022 • Torrid Holdings Inc. • Retail-apparel & accessory stores
Contract Type FiledMay 4th, 2022 Company IndustryThis Amendment No. 1 to Employment Agreement (this “Amendment”) is entered into as of May 2, 2022, with an effective of May 3, 2022 (the “Amendment Effective Date”), by and among Torrid LLC, a California limited liability company (“Torrid”), Torrid Holdings Inc., a Delaware corporation (the “Company” or “Parent”), and Elizabeth Muñoz-Guzman, an individual (the “Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement (as defined below), as amended hereby.
STOCKHOLDERS AGREEMENTStockholders Agreement • July 6th, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
Contract Type FiledJuly 6th, 2021 Company Industry JurisdictionTHIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of July 6, 2021, by and among Torrid Holdings Inc., a Delaware corporation (the “Company”) and Sycamore Partners Torrid, L.L.C, a Delaware limited liability company (the “Stockholder”). Unless otherwise indicated herein, capitalized terms used herein are defined in Section 4 hereof.
CONSULTING AGREEMENTConsulting Agreement • June 12th, 2024 • Torrid Holdings Inc. • Retail-apparel & accessory stores • North Carolina
Contract Type FiledJune 12th, 2024 Company Industry JurisdictionThis Consulting Agreement (“Agreement”) is effective as of June 17, 2024 (“Effective Date”), by and between Torrid Administration, Inc., a California Corporation (the “Company”), and Alpine Retail Group, LLC (“Consultant”).
Amendment To the AMENDED AND RESTATED SERVICES AGREEMENT By and between HOT TOPIC, INC. and TORRID LLC Dated August 1, 2019Services Agreement • June 7th, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores
Contract Type FiledJune 7th, 2021 Company IndustryHot Topic, Inc. (“Hot Topic”) and Torrid LLC (“Torrid”) entered into an Amended and Restated Services Agreement on March 21, 2019 under which Hot Topic provides certain services to Torrid (the “Services Agreement”), and a Services Agreement effectives as of August 1, 2019 under which Torrid provides certain services to Hot Topic (the “Reverse Services Agreement”). As the assets, personnel and other resources used to provide the information technology services from Hot Topic to Torrid have now been transferred to Torrid in connection with the Reverse Services Agreement, and Torrid is now the provider of information technology services to Hot Topic under the Reverse Services Agreement, Hot Topic and Torrid (a) hereby amend the Services Agreement to remove Schedule 1 of the Services Agreement and any references thereto and provisions applicable thereto in the body of the Services Agreement, (b) acknowledge and agree that, without limiting any other agreement between the parties relating t
ContractThe Services Agreement • September 7th, 2022 • Torrid Holdings Inc. • Retail-apparel & accessory stores
Contract Type FiledSeptember 7th, 2022 Company Industry
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 4th, 2022 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
Contract Type FiledMay 4th, 2022 Company Industry JurisdictionThis EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of May 3, 2022 (the “Effective Date”), by and between Torrid Holdings Inc., a Delaware corporation (the “Company”), and Lisa M. Harper (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party.” This Agreement (including the Exhibits hereto) supersedes all prior and contemporaneous oral or written employment agreements or arrangements among the Parties and their Affiliates (as defined below) with respect to the subject matter hereof. Unless otherwise indicated, capitalized terms used herein are defined in Section 3(f) hereof.
ContractThe Services Agreement • June 12th, 2024 • Torrid Holdings Inc. • Retail-apparel & accessory stores
Contract Type FiledJune 12th, 2024 Company Industry
THIRD AMENDMENT TO THE SERVICES AGREEMENT This Third Amendment to The Services Agreement (“Third Amendment”), effective as of December 1, 2022 (“Effective Date”), is made by and between Hot Topic, Inc., a California corporation (“Hot Topic”), and...The Services Agreement • December 8th, 2022 • Torrid Holdings Inc. • Retail-apparel & accessory stores
Contract Type FiledDecember 8th, 2022 Company Industry
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 7th, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • New York
Contract Type FiledJune 7th, 2021 Company Industry JurisdictionThis SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 4, 2019 (this “Agreement”), is among TORRID LLC, a California limited liability company (the “Lead Borrower”), the other Borrowers party hereto, Torrid Intermediate LLC, a Delaware limited liability company (f/k/a TORRID INC., a Delaware corporation, “Holdings”), the other Guarantors party hereto, Bank of America, N.A., as administrative agent and collateral agent (in such capacity, including any successor thereto, the “Agent”), and the Lenders party hereto.
EMPLOYMENT AGREEMENTEmployment Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
Contract Type FiledJune 23rd, 2021 Company Industry JurisdictionTHIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of December 13, 2019, by and between Torrid LLC, a California limited liability company (the “Company”), and Marc Katz (“Executive”), a resident of New Jersey. This Agreement shall become effective as of the date hereof; provided that in the event the Commencement Date (as defined below) does not occur by January 3, 2020, neither the Executive nor the Company will have any rights or obligations pursuant to this Agreement and this Agreement shall be null and void ab initio.
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 7th, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • New York
Contract Type FiledJune 7th, 2021 Company Industry JurisdictionThis FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 14, 2019 (this “Agreement”), is among TORRID LLC, a California limited liability company (the “Lead Borrower”), the other Borrowers party hereto, TORRID INC., a Delaware corporation (“Holdings”), Bank of America, N.A., as administrative agent and collateral agent (in such capacity, including any successor thereto, the “Agent”), and the Lenders party hereto.