AMENDMENT NO. 1 AND JOINDER AGREEMENT
Exhibit 10.1
AMENDMENT NO. 1 AND JOINDER AGREEMENT
This Amendment No. 1 and Joinder Agreement (“Amendment and Joinder”) to the Voting Agreement, dated as of May 26, 2021 (as amended, supplemented, or otherwise modified from time to time in accordance with the terms thereof, the “Voting Agreement”), by and among FIGS, Inc., a Delaware corporation (the “Company”), Xxxxxxx Xxxxxx, Xxxxxxxxx Xxxxx, the Special Proxyholder, Tulco, LLC and the trusts named therein (collectively, the “Existing Parties”), is made as of March 21, 2022, by and among the Existing Parties, Xxxxxx X. Xxxx (“Xxxx”) and Xxxx Family Trust, dated August 1, 2005, as amended (together with Xxxx, the “Xxxx Parties” and the Xxxx Parties, together with the Existing Parties, the “Parties”).
Recitals
WHEREAS, the Existing Parties and the Xxxx Parties have agreed to execute and deliver this Amendment and Joinder in order to join the Xxxx Parties to the Voting Agreement.
NOW, THEREFORE, in consideration of the forgoing and the agreements contained herein, the Parties hereby agree as follows:
Agreement
“Term and Termination. This Agreement shall continue in effect until, and shall terminate (a) upon such time as neither of the Founders nor any of their Permitted Transferees hold shares of Class B Common Stock, (b) with respect to Tulco and its Permitted Transferees, upon such time as Tulco and its Permitted Transferees no longer hold, in the aggregate, a number of Shares equal to or exceeding the Tulco Director Threshold, or (c) upon a Final Conversion Event.”
“If to Tulco or its Permitted Transferees, to:
c/o COO & General Counsel
00 X. Xxxxxxxx Xxxx.
Xxxx 000
Xxxxxxxx, XX 00000
Tel: (000) 000-0000
Email: ”
[Signature pages follow]
IN WITNESS WHEREOF, the Parties have caused this Amendment and Joinder to be executed as of the date first written above.
By: /s/ Xxxxxxxx Xxxxxxxxxx
Name: Xxxxxxxx Xxxxxxxxxx
Title: CFO
[Signature Page to Amendment and Joinder]
IN WITNESS WHEREOF, the Parties have caused this Amendment and Joinder to be executed as of the date first written above.
/s/ Xxxxxxx Xxxxxx
XXXXXXX XXXXXX
/s/ Xxxxxxx Xxxxxx
XXXXXXX XXXXXX, TRUSTEE OF XXXXXXX XXXXXX REVOCABLE TRUST U/A/D 12/18/2017
[Signature Page to Amendment and Joinder]
IN WITNESS WHEREOF, the Parties have caused this Amendment and Joinder to be executed as of the date first written above.
/s/ Xxxxxxxxx Xxxxx
XXXXXXXXX XXXXX
/s/ Xxxxxxxxx Xxxxx
XXXXXXXXX XXXXX, AS TRUSTEE OF THE XXXXXXXXX XXXXX REVOCABLE TRUST U/A/D 12/18/2017
/s/ Xxxxxxxxx Xxxxx
XXXXXXXXX XXXXX, AS TRUSTEE OF THE WINGAERSHEEK IRREVOCABLE TRUST I, U/A/D 10/15/2020
/s/ Xxxxxxxxx Xxxxx
XXXXXXXXX XXXXX, AS TRUSTEE OF THE WINGAERSHEEK IRREVOCABLE TRUST II, U/A/D 10/15/2020
/s/ Xxxxxxxxx Xxxxx
XXXXXXXXX XXXXX, AS TRUSTEE OF THE MAPLE TREE IRREVOCABLE TRUST, U/A/D 10/16/2020
[Signature Page to Amendment and Joinder]
IN WITNESS WHEREOF, the Parties have caused this Amendment and Joinder to be executed as of the date first written above.
/s/ Xxxxx Xxxx Gago
XXXXX XXXX XXXX, AS SPECIAL PROXYHOLDER
/s/ Xxxxx Xxxx Gago
XXXXX XXXX XXXX, AS SPECIAL TRUSTEE OF THE WINGAERSHEEK IRREVOCABLE TRUST I, U/A/D 10/15/2020
/s/ Xxxxx Xxxx Gago
XXXXX XXXX XXXX, AS SPECIAL TRUSTEE OF THE WINGAERSHEEK IRREVOCABLE TRUST II, U/A/D 10/15/2020
Address: Xxxxx Xxxx Gago
c/o FIGS, Inc.
0000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxxx, XX 00000
Email:
[Signature Page to Amendment and Joinder]
IN WITNESS WHEREOF, the Parties have caused this Amendment and Joinder to be executed as of the date first written above.
TULCO, LLC
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Chief Operating Officer and General Counsel
[Signature Page to Amendment and Joinder]
IN WITNESS WHEREOF, the Parties have caused this Amendment and Joinder to be executed as of the date first written above.
/s/ Xxxxxx X. Xxxx
XXXXXX X. XXXX
XXXX FAMILY TRUST, DATED AUGUST 1, 2005, AS AMENDED
By: /s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx, Trustee
[Signature Page to Amendment and Joinder]