WAYFAIR INC. INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 15th, 2014 • Wayfair Inc. • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (“Agreement”) is made as of , 2014, by and among Wayfair Inc., a Delaware corporation (“Wayfair” or the “Company”), each of the investors listed on Schedule A hereto (together with any investors or transferees who become parties hereto as “Investors” pursuant to Sections 6.1 below, the “Investors”).
WAYFAIR INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 15th, 2014 • Wayfair Inc. • Delaware
This Indemnification Agreement (this “Agreement”) is effective as of , 20 by and between Wayfair Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
LOAN AGREEMENTLoan Agreement • August 15th, 2014 • Wayfair Inc. • Massachusetts
This Agreement dated as of October 29, 2012, is between Bank of America, NA (the “Bank”) and WAYFAIR LLC. Delaware limited liability company, (the “Borrower”).
COPLEY PLACE BOSTON, MASSACHUSETTS OFFICE LEASE Between COPLEY PLACE ASSOCIATES, LLC as Landlord and WAYFAIR LLC, as Tenant DATED April 18, 2013 FROM THE OFFICE OF: Goulston & Storrs, P.C. 400 Atlantic Avenue Boston, Massachusetts 02110-3333Office Lease • August 15th, 2014 • Wayfair Inc. • Massachusetts
THIS INSTRUMENT is an Agreement of Lease in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in the Office Section of Copley Place (hereinafter referred to as the “Office Section”) located at 100 Huntington Avenue, Boston, Suffolk County, Massachusetts (the project known as Copley Place, including without limitation the hotel portions thereof, plazas, pedestrian bridges, service areas and all other common areas, together with all present and future easements, additions, improvements, air rights and other rights appurtenant thereto, is hereinafter referred to as the “Property”), subject to the covenants, terms, provisions and conditions of this Lease. The “Office Section” means the seven (7) levels of office area in four so-called “Towers” (denoted, respectively, as “One Copley Place”, “Two Copley Place”, “Three Copley Place” and “Four Copley Place” or as “Tower 1”, “Tower II”, “Tower Ill” and “Tower IV”, respectively), containing approxima
ContractDeferred Units Agreement • August 15th, 2014 • Wayfair Inc. • Delaware
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
AGREEMENT OF LEASE between DISTRIBUTION I PATENT TENANT LLC, a Delaware limited liability company, Landlord and WAYFAIR LLC, a Delaware limited liability company, TenantLease Agreement • August 15th, 2014 • Wayfair Inc.
THIS LEASE (this “Lease”) is made and dated as of the 31st day of December, 2013 by and between DISTRIBUTION I PATENT TENANT LLC, a Delaware limited liability company, having an address c/o Interventure Advisors LP, 810 Seventh Avenue, Suite 3601, New York, New York 10019 (“Landlord”) and WAYFAIR LLC, a Delaware limited liability company, having an office at (“Tenant”).
May 6, 2014 [Employee Address] Dear [Employee]:Employment Agreement • August 15th, 2014 • Wayfair Inc.
On behalf of Wayfair LLC (the “Company”), I am pleased to offer your continued employment as the Company’s [Title] on the terms and conditions set forth below in our agreement (the “Agreement”). You agree that this Agreement amends and restates, in its entirely, the employment agreement between you and the Company, dated June 21, 2011.
WAYFAIR INC. CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • August 15th, 2014 • Wayfair Inc. • Delaware
This CONTRIBUTION AND EXCHANGE AGREEMENT, dated as of August 15, 2014, is entered into by and among (i) the holders of Common Units, Series A Convertible Preferred Units and Series B Convertible Preferred Units (collectively “Units”) of Wayfair LLC, a Delaware limited liability company (the “Operating Company”) listed on the signature pages hereto (the “Unit Holders” and individually a “Unit Holder”), (ii) the equity holders (the “Corporate Shareholders” and Individually a “Corporate Shareholder”) of corporate entities that are Unit Holders, all as set forth opposite such Corporate Shareholder’s name on the signature pages hereto and Schedule A attached hereto and (iii) Wayfair Inc., a Delaware corporation (the “IPO Co.”). This Agreement shall only become effective immediately prior to the effectiveness of the IPO Co’s first registration statement on Form S-1 filed with the Securities and Exchange Commission (as defined below) (the “Effective Time”).
