EXCHANGE TRUST AGREEMENT Between: LULULEMON ATHLETICA INC. - and - LULU CANADIAN HOLDING INC. - and - COMPUTERSHARE TRUST COMPANY OF CANADA July 26, 2007Exchange Trust Agreement • September 10th, 2007 • Lululemon Athletica Inc. • Apparel & other finishd prods of fabrics & similar matl • British Columbia
WHEREAS in connection with an arrangement agreement (the “Arrangement Agreement”) dated as of April 26, 2007 among Lululemon, Lululemon Callco ULC (“Callco”), Exchangeco, LIPO Investments (USA), Inc. and LIPO Investments (Canada) Inc. (“LIPO Canada”), Exchangeco is to issue Exchangeable Shares to holders of common shares of LIPO Canada pursuant to the Arrangement contemplated in the Arrangement Agreement;
EXCHANGEABLE SHARE SUPPORT AGREEMENT Between LULULEMON ATHLETICA INC. - and - LULULEMON CALLCO ULC - and - LULU CANADIAN HOLDING INC. July 26, 2007Exchangeable Share Support Agreement • September 10th, 2007 • Lululemon Athletica Inc. • Apparel & other finishd prods of fabrics & similar matl • British Columbia
WHEREAS in connection with an arrangement agreement (the “Arrangement Agreement”) dated as of April 26, 2007 among Lululemon, Callco, Exchangeco, LIPO Investments (USA), Inc. and LIPO Investments (Canada) Inc. (“LIPO Canada”), Exchangeco is to issue exchangeable shares (the “Exchangeable Shares”) to holders of common shares of LIPO Canada pursuant to the plan of arrangement (the “Arrangement”) contemplated by the Arrangement Agreement;
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG LULULEMON CORP. AND THE HOLDERS LISTED ON SCHEDULES A AND B HERETO Dated as of July 26, 2007Registration Rights Agreement • September 10th, 2007 • Lululemon Athletica Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware
On April 26, 2007, the Company, its stockholders and certain other parties entered into an Agreement and Plan of Reorganization (the “Agreement and Plan of Reorganization”) pursuant to which all of the Company’s outstanding capital stock was reclassified by conversion into shares of Common Stock (the “Reorganization”).
CONTRIBUTION AGREEMENTContribution Agreement • September 10th, 2007 • Lululemon Athletica Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
This Contribution Agreement (the “Agreement”) is made this 26th day of July, 2007, by and among (i) lululemon athletica inc., a Delaware corporation (the “Company”), (ii) Slinky Financial ULC, an Alberta unlimited company (“Slinky Financial”), (iv) each of the persons listed under the heading “Advent Holders” on the signature pages hereto (the “Advent Holders”), (v) each of the persons listed under the heading “Highland Holders” on the signature pages hereto (the “Highland Holders”), and (vi) each of the persons listed under the heading “Brooke Holders” on the signature pages hereto (the “Brooke Holders”, and together with Slinky Financial, the Advent Holders and the Highland Holders, the “Holders”). Capitalized terms used, but not otherwise defined herein, shall have the meaning set forth in the Underwriting Agreement (as defined below in the Background section of this Agreement).
