ContextLogic Inc. Sample Contracts
Indemnification AgreementIndemnification Agreement • November 7th, 2024 • ContextLogic Inc. • Retail-catalog & mail-order houses • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [DATE], between ContextLogic Inc., a Delaware corporation (the “Company”), and [NAME] (“Indemnitee”).
ContextLogic Inc. Class A Common Stock, par value $0.0001 per share Form of Underwriting AgreementUnderwriting Agreement • December 7th, 2020 • ContextLogic Inc. • Retail-catalog & mail-order houses • New York
ContextLogic 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”) an aggregate of [●] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [●] additional shares (the “Optional Shares”) of Class A common stock, par value $0.0001 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”). The shares of Class B common stock, par value $0.0001 per share, of the Company are hereinafter referred to as the “Class B Common Stock.” The Stock and the Class B Common Stock are hereinafter collectively referred to as the “Common Stock.”
ContractWarrant Agreement • August 28th, 2020 • ContextLogic Inc. • Retail-catalog & mail-order houses • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
ContractWarrant Agreement • November 20th, 2020 • ContextLogic Inc. • Retail-catalog & mail-order houses • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
AMENDED AND RESTATED INVESTMENT AGREEMENT by and among CONTEXTLOGIC HOLDINGS, LLC, CONTEXTLOGIC INC. and BCP SPECIAL OPPORTUNITIES FUND III ORIGINATIONS LP Dated as of March 6, 2025Investment Agreement • March 12th, 2025 • ContextLogic Inc. • Retail-catalog & mail-order houses • Delaware
AMENDED AND RESTATED INVESTMENT AGREEMENT, dated as of March 6, 2025 (this “Agreement”), by and among ContextLogic Holdings, LLC, a Delaware limited liability company (the “Company”), ContextLogic Inc., a Delaware corporation (the “Parent”), and BCP Special Opportunities Fund III Originations LP, a Delaware limited partnership (together with its successors and any Affiliate that becomes a party hereto pursuant to Section 8.03, the “Investor”).
Contribution AGREEMENTContribution Agreement • March 12th, 2025 • ContextLogic Inc. • Retail-catalog & mail-order houses • Delaware
This Contribution Agreement (this “Agreement”), dated as of March 6, 2025 (the “Effective Date”), is made by and between ContextLogic Holdings, LLC, a Delaware limited liability company (the “Company”) and ContextLogic Inc., a Delaware corporation (the “Parent”). Capitalized terms used but not herein defined shall have the meanings given to them in that certain Amended and Restated Investment Agreement, dated as of March 6, 2025, by and among the Parent, the Company and BCP Special Opportunities Fund III Originations LP (the “Investment Agreement”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT among Contextlogic Holdings, llc and THE MEMBERS NAMED HEREINLimited Liability Company Agreement • March 12th, 2025 • ContextLogic Inc. • Retail-catalog & mail-order houses • Delaware
This Amended and Restated Limited Liability Company Agreement of ContextLogic Holdings, LLC, a Delaware limited liability company (the “Company”), is entered into as of March 6, 2025 by and among the Company, ContextLogic Inc., a Delaware corporation (“CLI”), BCP Special Opportunities Fund III Originations LP, a Delaware limited partnership (“BCP”), and each other Person who after the date hereof becomes a Member of the Company and becomes a party to this Agreement by executing a Joinder Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 1.01 of this Agreement.
IRREVOCABLE PROXY AGREEMENTIrrevocable Proxy Agreement • November 20th, 2020 • ContextLogic Inc. • Retail-catalog & mail-order houses • Delaware
This Irrevocable Proxy Agreement (the “Proxy Agreement”) is entered into as of , 2014 by and among Piotr Szulczewski (the “Proxyholder”), Sheng (Danny) Zhang (the “Subsequent Proxyholder”), ContextLogic Inc., a Delaware corporation (the “Corporation”), and (the “Stockholder”). The Proxyholder, the Subsequent Proxyholder and the Stockholder are sometimes referred to herein collectively as the “Parties” and individually as a “Party.”
EMPLOYMENT AGREEMENTEmployment Agreement • March 11th, 2025 • ContextLogic Inc. • Retail-catalog & mail-order houses • Delaware
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of March 6, 2025 between Rishi Bajaj (“Executive”) and ContextLogic Inc., a Delaware corporation (the “Company”).
CONSULTING AGREEMENTConsulting Agreement • March 14th, 2022 • ContextLogic Inc. • Retail-catalog & mail-order houses • California
Subject to approval by ContextLogic Inc.’s Board of Directors (the “Board”) or a committee of the Board, this Consulting Agreement (the “Agreement”) is entered into as of February 4, 2022 (the “Effective Date”) between Jacqueline D. Reses (“Consultant”) and ContextLogic Inc., a Delaware corporation with its principal place of business at One Sansome Street, 33rd Floor, San Francisco, CA 94104 (the “Company”). The Company and Consultant are each a “Party” and collectively the “Parties” to this Agreement. The Consultant and Company agree as follows:
SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG CONTEXTLOGIC INC., EASTER MERGER SUB, INC. AND EASTER PARENT, INC.Agreement and Plan of Reorganization • July 3rd, 2025 • ContextLogic Inc. • Retail-catalog & mail-order houses • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”), dated as of July 3, 2025 is by and among ContextLogic Inc., a Delaware corporation (the “Company”), Easter Parent, Inc., a Delaware corporation (“Holdings”), and Easter Merger Sub, Inc., a Delaware corporation (“Merger Sub”). This Agreement amends, restates, replaces and supersedes in its entirety that certain Agreement and Plan of Reorganization by and among the Company, Holdings and Merger Sub, dated May 23, 2025, as amended by the Amended and Restated Agreement and Plan of Reorganization, dated June 9, 2025 (together, the “Original Agreement”).
CONTEXTLOGIC INC. EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENTExecutive Severance and Change in Control Agreement • November 20th, 2020 • ContextLogic Inc. • Retail-catalog & mail-order houses • California
This Executive Severance and Change in Control Agreement (the “Agreement”) is made and entered into by and between [_________] (the “Executive”) and ContextLogic Inc., a Delaware corporation (the “Company”), effective as of the date specified in Section 1 below.
CONTEXTLOGIC INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT March 18, 2019Investors’ Rights Agreement • August 28th, 2020 • ContextLogic Inc. • Retail-catalog & mail-order houses • California
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 18th day of March 2019, by and among CONTEXTLOGIC INC., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor” and collectively as the “Investors”.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • February 12th, 2024 • ContextLogic Inc. • Retail-catalog & mail-order houses • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of February 10, 2024, by and between [●] (the “Stockholder”) and Qoo10 Inc., a Delaware corporation (the “Buyer”). The parties to this Agreement are sometimes referred to herein collectively as the “parties,” and individually as a “party.”
IRREVOCABLE PROXY AGREEMENTIrrevocable Proxy Agreement • November 20th, 2020 • ContextLogic Inc. • Retail-catalog & mail-order houses • Delaware
This Irrevocable Proxy Agreement (this “Proxy Agreement”) is entered into as of _______________, 2020 by and among Piotr Szulczewski (the “Proxyholder”), ContextLogic Inc., a Delaware corporation (the “Corporation”), and those stockholders whose names are set forth on Exhibit A hereto, (each, a “Stockholder”). This Proxy Agreement shall become effective as of the closing of the Initial Public Offering (as defined below). The Proxyholder and the Stockholder are sometimes referred to herein collectively as the “Parties” and individually as a “Party.”
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 12th, 2024 • ContextLogic Inc. • Retail-catalog & mail-order houses • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of February 10, 2024 by and between ContextLogic Inc., a Delaware corporation (the “Seller”), Qoo10 Inc., a Delaware corporation (the “Buyer”), and, solely for purposes of Section 6.5, Section 6.7, Section 11.2, Section 11.5, Section 11.6, Section 11.7 and Section 11.12, Qoo10 Pte. Ltd., a Singapore private limited company and parent of the Buyer (the “Parent”).
April 2, 2024 VIA EMAIL Brett Just bjust@contextlogic.com Dear Brett:Employment Agreement • April 3rd, 2024 • ContextLogic Inc. • Retail-catalog & mail-order houses • California
ContextLogic Inc. (the “Company”) is pleased to offer you employment on the terms set forth below in connection with the acquisition by Qoo10 Pte Ltd. and/or its designated affiliate (the “Buyer”) of substantially all assets of the Company (the “Transaction”) pursuant that certain Asset Purchase Agreement dated as of February 10, 2024 by and among the Company, Qoo10 Inc. and Qoo10 Pte. Ltd. (as amended or modified, the “Asset Purchase Agreement”).