ULTA SALON, COSMETICS & FRAGRANCE, INC. AMENDMENT TO THE SECOND AMENDED AND RESTATED RECLASSIFICATION AND SALE OF SHARES AGREEMENT

EXHIBIT 4.3(a)

ULTA SALON, COSMETICS & FRAGRANCE, INC.
AMENDMENT TO THE
SECOND AMENDED AND RESTATED
RECLASSIFICATION AND SALE OF SHARES AGREEMENT

          This is an amendment, dated as of May 25, 2001 (the “Amendment”), to the Second Amended and Restated Reclassification and Sale of Shares Agreement, dated as of December 18, 2000 (the “Reclassification Agreement”), among Ulta Salon, Cosmetics & Fragrance, Inc., a Delaware corporation (the “Company”) and the Shareholders of the Company party thereto. Unless otherwise defined herein, all capitalized terms shall have the meaning set forth in the Reclassification Agreement.

RECITALS

          WHEREAS, the Shareholders of the Company have previously entered into the Reclassification Agreement and consummated the Initial Closing on December 18, 2000;

          WHEREAS, the parties to the Reclassification Agreement have agreed to consummate the Subsequent Closing prior to June 1, 2000;

          WHEREAS, in connection with the Subsequent Closing, the parties hereto have agreed to amend the Reclassification Agreement to include additional Subsequent Purchasers to Schedule B (Schedule of Subsequent Purchasers) of the Reclassification Agreement;

          WHEREAS, the parties intend to extend the outside date for the Subsequent Closing to July 15, 2001 (with such closing to occur on or about July 9, 2001) but also intend to consummate the Subsequent Closing on May 30, 2001 if this Amendment should not be approved for any reason;

          WHEREAS, the undersigned Shareholders represent at least a majority in voting power of the outstanding shares of Series I Preferred Stock, Series II Preferred Stock, Series IV Preferred Stock, Series V Preferred Stock and Series V-1 Preferred Stock voting together as a single class.

          NOW THEREFORE, in consideration of the foregoing premises and mutual agreements set forth in the Reclassification Agreement and this Amendment, the parties hereto agree as follows:

          1. Amendment.

               a. The first sentence of Section 4.C — “Subsequent Closings” of the Reclassification Agreement is hereby modified and amended to read in its entirety as follows:

          “Subsequent sales of Series V Preferred Stock and Series V-1 Preferred Stock may occur on or around February 2, 2001 or at the sole discretion of the Company at a later date which shall be no later than July 15, 2001 (the “Subsequent Closing,” and together with the Initial Closing, the “Closing”).”

               b. After the second sentence of Section 4.C – “Subsequent Closings” of the Reclassification Agreement the following sentence is inserted:

          “Notwithstanding the restrictions of Section 11G of this Agreement, the Company, with approval of its Board of Directors, may amend Schedule B hereof, to add additional Subsequent Purchasers who may purchase up to 1,189,024 shares of Series V Preferred Stock and 318,620 shares of Series V-1 Preferred Stock and to increase the respective totals on Schedule B accordingly, provided,

          however, the Company may not otherwise amend, change or alter Schedule B hereof in any other manner.”

               c. Schedule B – “Schedule of Subsequent Purchasers” to the Reclassification Agreement is hereby modified and amended to read in its entirety as follows:

Purchaser		Series V-1 Preferred Stock				Purchase Price
Doublemousse B.V.			920,000			$	1,380,000.00

Purchaser		Series V Preferred Stock				Purchase Price
Oak Investment Partners VII, Limited Partnership			1,495,766			$	2,243,649.00
Oak VII Affiliates Fund, Limited Partnership			37,566				56,349.00
GRP II, L.P.			2,208,000				3,312,000.00
GRP II Partners, L.P.			245,333				367,999.50
Annapolis Ventures LLC			1,073,333				1,609,999.50
Xxxx Xxxxx/Xxxxx 1997 Dynasty Trust			17,360				26,040.00
Xxxxxxx Xxxxxxx			775				1,162.50
The Xxxxxx X. and Xxxxxx X. Xxxxxx Family Trust			18,135				27,202.50
Xxxxx Xxxxxxxxxx			1,860				2,790.00
U-3 Partnership			2,325				3,487.50
1991 Xxxxxxx Children’s Trust			66,666.67				100,000.00
Xxxxxxx Xxxxxxx			66,666.67				100,000.00
Greenhouse Capital Partner’s			3,410				5,115.00
Xxxxx XxXxxxxx			310				465.00
C. Xxxxxx Xxxxxx and Xxxxx Xxxxxx Revocable Living Trust dtd August 5, 1993			775				1,162.50
Total – Series V			5,238,281.34				7,857,422.00
Total – Series V-1			920,000				1,380,000
TOTAL			6,158,281.34			$	9,237,422.00

          2. Scope of Amendment. Except as expressly amended hereby, the Reclassification Agreement remains in full force and effect in accordance with its terms and this Amendment to the Reclassification Agreement shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Reclassification Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

          3. Governing Law. The Reclassification Agreement, as amended by this Amendment, exists under and pursuant to the Delaware General Corporation Law and this Amendment to the Reclassification Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

          4. Counterparts. This Amendment to the Reclassification Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed an original, and all such counterparts shall together constitute but one and the same instrument.

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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Reclassification Agreement to be duly executed as of the day and year first above written.

		ULTA SALON, COSMETICS & FRAGRANCE, INC.
				By:
				Its:
		PREFERRED STOCKHOLDERS:
		XXXXXXXX-XXXXX SPECIALTY RETAIL GROUP I, L.P.
		By:		Xxxxxxxx-Xxxxx Management Company, L.P., its Managing General Partner
				By:
				Its:		General Partner
		XXXXXXXX-XXXXX SPECIALTY RETAIL GROUP II, L.P.
		By:		Xxxxxxxx-Xxxxx Management Company, L.P., its Managing General Partner
				By:
				Its:		General Partner
		BANKAMERICA CAPITAL CORPORATION
		By:
		Its:
		BANKAMERICA VENTURES F/K/A FIRST SMALL BUSINESS INVESTMENT COMPANY OF CALIFORNIA
		By:
		Its:

		XXXXXXX XXXXX CAPITAL PARTNERS III, L.P.
		By:		Xxxxxxx Xxxxx Venture Management Company, L.P., its General Partner
				By:
						Xxxxx Xxxxxxxx, General Partner
		SPROUT CAPITAL VI, L.P.
		By:		DLJ Capital Corporation, its Managing General Partner
		By:
		Its:
		DLJ VENTURE CAPITAL FUND II, L.P.
		By:		DLJ Fund Associates II, its General Partner
				By:
				Its:
		KCB BV, L.P.
		By:		KCB BV, Inc., its General Partner
				By:
						Xxxxxx Xxxxx, President
				Its:		General Partner
		XXXXXXX FAMILY PARTNERSHIP:
		By:
				Xxxxxxxx X. Xxxxxxx
		Its:

THE JEWISH COMMUNAL FUND

By:

Its:

Xxxxxxx X. Xxxxxx

Xxxxx X. Xxxxxx

Xxxxxxx X. Xxxxxxx

THE 1991 XXXXXXX CHILDREN’S TRUST

By:

Xxxx Xxxxxxxxxx, Trustee

Xxxx Xxxxxxxxxx

Xxxxxx Xxxxx

XXXXX & CO FOR CITIVENTURE III

By:

Its:

BOOTH & CO. (MUNICIPAL EMPLOYEES ANNUITY & BENEFIT FUND OF CHICAGO)

By:

Its:

		BOOTH & CO. (Policeman’s Fund)
		By:
		Its:
		CHANCELLOR VENTURE CAPITAL I L.P. (F/K/A MAC & CO.)
		By:		Chancellor LGT Venture Partners, L.P., its general partner
		By:		Chancellor Venture LGT Partners, Inc., its general partner
				By:
				Its:
		FOCUS & CO. FOR XXXXXX INTERNATIONALCORP.
		By:
		Its:
		DLJ CAPITAL CORPORATION
		By:
		Its:
		DLJ FIRST ESC L.L.C.
		By:
		Its:
		FOURCAR BV
		By:
		Its:

		MARCH FOUNDATION
		By:
		Its:
		LACOMBLE RETAILING SA
		By:
		Its:
		Xxxxx-Xxxxxx Xxxxxxxx
		Xxxxxxx Xxxxxxxx
		Xxxxxx Xxxxxxx
		APPOTAMOX FOUNDATION
		By:
		Its:
		BAMSE NV
		By:
		Its:
		KME VENTURE II
		By:		SAFAT Ltd., its Investment Manager
				By:
				Its:

		KME VENTURE III, L.P.
		By:		SAFAT, Ltd., it General Partners
				By:
				Its:
		Xxxxxx Xxxxxxx
		Xxxx X. Xxxxx
		Xxxxxx Xxxx
		CALCOM PENSION PLAN
		By:
		Its:

XXXXX XXXXXX XXX FBO XXXXX X. XXXXXXX

By:

Its:

Xxxxx X. Xxxxxxx

XXXXX FAMILY PARTNERSHIP

By:

Xxxxxx Xxxxx, its General Partner

Xxxxxx Xxxxx, JT Tenant with Xxxxx Xxxxx

Xxxxx Xxxxx, JT Tenant with Xxxxxx Xxxxx

THE XXXXXXX XXXXXX XXXXX IRREVOCABLE TRUST

By:

Xxxxxx X. Xxxxx, Trustee

By:

Xxxxx Xxxxx Xxxxx, Trustee

THE XXXXXXX XXXXX XXXXX IRREVOCABLE TRUST

By:

Xxxxxx X. Xxxxx, Trustee

By:

Xxxxx Xxxxx Xxxxx, Trustee

Xxxxx X. Xxxxxxxx

Xxxxx Xxxxxxx

Xxxxxx Xxxxx

Xxxxx XxXxxxxx

Xxxxxxx Xxxxx, JT Ten with Xxxxxx Xxxxx

Xxxxxx Xxxxx, JT Ten with Xxxxxxx Xxxxx

MOELIS FAMILY TRUST

By:

Xxxxxxx X. Xxxxxx, Trustee

By:

Xxxxx Xxxxxx, Trustee

Xxxxx Xxxxx

		WOO FAMILY TRUST DTD NOVEMBER 30, 1998
		By:
				Xxxxxx X. Xxx, Trustee
		By:
				Xxxxxxx X. Xxxx, Trustee
		Xxxx Xxxxxxx
		Xxxxxxx Xxxxxxx
		SEP FOR THE BENEFIT OF YVES SISTERON
		By:		Xxxxxx Xxxxxx Xxxxxxxx Securities Corporation as Custodian
				By:
				Its:
		Yves Sisteron
		Xxxxx Xxxxx
		Xxxxx Xxxxxxxxxx
		PICTET & CIE
		By:
		Its:

		XXXXXX TRADING CO.
		By:
		Its:
		U-3 PARTNERSHIP
		By:
				Xxxxxx X. Xxxxxx, its General Partner
		XXXX X. AND XXXXXXXXX X. XXXXXXXXX FOUNDATION
		By:
		Its:
		BCI GROWTH III, L.P.
		By:		Teaneck Associates, L.P., Its General Partner
				By:
				Its:		General Partner
		Xxxxx X. Xxxxxx
		Xxxxxxxx X. Xxxxxx
		DOUBLEMOUSSE B.V.
		By:
		Its:

ARABELLA, S.A.

By:

Its:

OAK INVESTMENT PARTNERS VII

By:

Xxxxxx X. Xxxxxxxxx, General Partner

Managing Member of Oak Associates VII,

LLC, The General Partner of Oak

Investment Partners VII, Limited

Partnership

OAK VII AFFILIATES, LLC

By:

Xxxxxx X. Xxxxxxxxx, General Partner

Managing Member of Oak VII Affiliates,

LLC, The General Partner of Oak VII

Affiliates Fund Limited Partnership

SHENNAN FAMILY PARTNERSHIP

By:

Its:

C. XXXXXX XXXXXX AND XXXXX XXXXXX REVOCABLE LIVING TRUST DTD AUGUST 5, 1993

By:

Its:

		STRATEGIC GLOBAL PARTNERS, LLC
		By:
		Its:
		INTERNET TECHNOLOGY VENTURES, LLC
		By:
		Its:
		Xxxxxx Xxxxxx
		Xxxxxxx X. Xxxxxxx
		GREENHOUSE CAPITAL PARTNERS
		By:
		Its:
		GLOBAL RETAIL PARTNERS, L.P.
		By:		GLOBAL RETAIL PARTNERS, INC. General Partner
				By:
				Its:
		DLJ DIVERSIFIED PARTNERS, L.P.
		By:		DLJ DIVERSIFIED PARTNERS, INC. General Partner
				By:
				Its:

		DLJ DIVERSIFIED PARTNERS-A, L.P.
		By:		DLJ DIVERSIFIED PARTNERS, INC. General Partner
				By:
				Its:
		GRP PARTNERS, L.P.
		By:		GLOBAL RETAIL PARTNERS, INC. General Partner
				By:
				Its:
		GLOBAL RETAIL PARTNERS FUNDING, INC.
		By:
		Its:
		DLJ ESC II L.P.
		By:		DLJ LBO PLANS MANAGEMENT CORPORATION General Partner
				By:
				Its:
		THE XXXXXX X. AND XXXXXX X. XXXXXX FAMILY TRUST DTD SEPTEMBER 10, 1982
		By:
		Its:		Trustee
		XXXXX 1997 DYNASTY TRUST
		By:
				Xxxxxxxx X. Xxxxxxx, Trustee

XXXXXXXXX, LUFKIN & XXXXXXXX SECURITIES CORPORATION

By:

Its:

Xxxxxx Xxxxxxx

XX XXXXX

By:

Its:

FIDAS BUSINESS S.A.

By:

Its:

Xxxxx X. Xxxxxxxxxxx

Xxxxxx X. Xxxxx, Individually

XXXXX X. XXXX REVOCABLE TRUST U/A/D 6/8/90

By:

Xxxxx X. Xxxx, Trustee

		Xxxxx Xxxxxxxx
		XXXX X. XXXXXX AS TRUSTEE UNDER THE XXXX X. XXXXXX DECLARATION OF TRUST DTD JUNE 11, 1991, AND SUCCESSOR TRUSTEES
		By:
				Xxxx X. Xxxxxx, Trustee
		Xxxx Xxxxxx
		Xxxx Xxxxxxxx
		Xxx XxxxxxXxxx
		ANNAPOLIS VENTURES LLC
		By:		Annapolis Operations LLC, its Managing Member
				By:
						Xxxxxxx X. Xxxxxxx, Manager/Member
		XXXXXX & XXXXXXX
		By:
		Its:
		Xxxxxx X. Xxxxxxxx

		GRP II, L.P.,
		By:		GRPVC, L.P., its General Partner
		By:		GRP Management Services Corp., its General Partner
		By:
		Its:
		GRP II PARTNERS, L.P.
		By:		GRPVC, L.P., its General Partner
		By:		GRP Management Services Corp., its General Partner
		By:
		Its:
		GRP II INVESTORS, L.P., a Delaware limited partnership
		By:		Merchant Capital, Inc., its general partner
		By:
		Its:
		Xxxxx Xxxxxxxx