ESCROW AGREEMENT FOR SECURITIES OFFERINGEscrow Agreement • September 13th, 2018 • Denim LA, Inc. • Retail-apparel & accessory stores • Delaware
THIS ESCROW AGREEMENT, dated as of (“Escrow Agreement”), is by and between SI Securities, LLC (“SI Securities”), Denim.LA, Inc., a Delaware corporation (“Issuer”), and The Bryn Mawr Trust Company of Delaware (“BMTC DE”), a Delaware entity, as Escrow Agent hereunder (“Escrow Agent”). Capitalized terms used herein, but not otherwise defined, shall have the meaning set forth in that certain Issuer Agreement by and between Issuer and SI Securities executed prior hereto (the “Issuer Agreement”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 13th, 2018 • Denim LA, Inc. • Retail-apparel & accessory stores • Delaware
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
SI Securities, LLCOffering Agreement • September 13th, 2018 • Denim LA, Inc. • Retail-apparel & accessory stores • New York
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 13th, 2018 • Denim LA, Inc. • Retail-apparel & accessory stores • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of _____________, 2018, by and among Denim.LA, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder.” For the avoidance of doubt, each Person that is a party to the Purchase Agreement (as defined below) as an “Investor” thereunder is hereby deemed automatically, and without any further action, to have joined this Agreement and become a party hereof as an “Investor” pursuant to Section 2(a) of the Purchase Agreement, notwithstanding any failure by such Person have executed or delivered this Agreement to any other party hereof.
AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • September 13th, 2018 • Denim LA, Inc. • Retail-apparel & accessory stores • Delaware
THIS AMENDED AND RESTATED VOTING AGREEMENT is made and entered into as of ____________, 2018 (the “Effective Date”), by and among Denim.LA, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Common Stock, $0.0001 par value per share (the “Common Stock”), Series A-3 Preferred Stock, $0.0001 par value per share (“Series A-3 Preferred Stock”), Series CF Preferred Stock, $0.0001 par value per share (“Series CF Preferred Stock”), Series A-2 Preferred Stock, $0.0001 par value per share (“Series A-2 Preferred Stock”), Series A Preferred Stock, $0.0001 par value per share (“Series A Preferred Stock” and, collectively with the Series A-3 Preferred Stock, Series CF Preferred Stock and Series A-2 Preferred Stock, the “Non-Voting Preferred Stock”) and Series Seed Preferred Stock, $0.0001 par value per share (“Series Seed Preferred Stock”), in each case listed on Schedule A (together with any subsequent investors, or transferees, who become parties hereto as “Rights Holders”
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • September 13th, 2018 • Denim LA, Inc. • Retail-apparel & accessory stores • Delaware
THIS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT is made as of _____________, 2018 by and among Denim.LA, Inc., a Delaware corporation (the “Company”), the Rights Holders listed on Schedule A, the Key Holders listed on Schedule B and the Investors listed on Schedule C. For the avoidance of doubt, each Person that is a party to the Purchase Agreement (as defined below) as an “Investor” thereunder is hereby deemed automatically, and without any further action, to have joined this Agreement and become a party hereof as an “Investor” pursuant to Section 2(b) of the Purchase Agreement, notwithstanding any failure by such Person have executed or delivered this Agreement to any other party hereof.
