0000893220-07-002383 Sample Contracts

AMENDED AND RESTATED ARRANGEMENT AGREEMENT MEMORANDUM OF AGREEMENT made as of the 26th day of April, 2007, as amended and restated as of the 18th day of June, 2007.
Arrangement Agreement • July 9th, 2007 • Lululemon Athletica Inc. • Apparel & other finishd prods of fabrics & similar matl • British Columbia

THIS AGREEMENT WITNESSETH THAT in consideration of the respective covenants and agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each party), the parties hereby covenant and agree as follows:

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FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 9th, 2007 • Lululemon Athletica Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware

This Indemnification Agreement (“Agreement”) is made as of ___, 2007 by and between lululemon athletica inc., a Delaware corporation (the “Company”), and [Director/Officer] (“Indemnitee”). Capitalized terms used, but not otherwise defined herein, shall have the meanings set forth in Section 11.

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NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE LULULEMON ATHLETICA INC. 2007 EQUITY INCENTIVE PLAN
Non-Qualified Stock Option Agreement • July 9th, 2007 • Lululemon Athletica Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made between Lululemon Athletica Inc. (the “Company”) and [___] (the “Optionee”).

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lululemon athletica inc. Common Stock, par value $0.01 per share Underwriting Agreement
Underwriting Agreement • July 9th, 2007 • Lululemon Athletica Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

Goldman, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated William Blair & Company, LLC CIBC World Markets Corp. Credit Suisse Securities (USA) LLC UBS Securities LLC Wachovia Capital Markets, LLC Thomas Weisel Partners LLC As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004

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