Agreement and Plan of Reorganization By and Among Lululemon Corp., a Delaware corporation, Lululemon Athletica USA, Inc., a Nevada corporation, Lululemon Athletica Inc., a company formed under the laws of British Columbia, LIPO Investments (USA),...Agreement and Plan of Reorganization • January 7th, 2013 • Lululemon Athletica Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this 26th day of April, 2007 by and among (i) Lululemon Corp., a Delaware corporation (the “Company”), (ii) Lululemon Athletica USA, Inc., a Nevada corporation (“USA”), (iii) Lululemon Athletica Inc., a company formed under the laws of British Columbia (“LAI”), (iv) LIPO Investments (USA), Inc., a company formed under the laws of British Columbia (“LIPO USA”), (v) LIPO Investments (Canada), Inc., a company formed under the laws of British Columbia (“LIPO Canada”), (vi) Lulu Canadian Holding, Inc., a company formed under the laws of British Columbia (“Canadian Holding”), (vii) each of the parties whose name appears on Schedule I hereto (each, an “Investor”), and (viii) each of the parties whose name appears on Schedule II hereto (each, a “LIPO Holder”). Capitalized terms used, but not otherwise defined herein, shall have the meanings set forth in Article 10.
AMENDED AND RESTATED ARRANGEMENT AGREEMENTArrangement Agreement • January 7th, 2013 • 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:
EXCHANGEABLE SHARE SUPPORT AGREEMENT Between LULULEMON ATHLETICA INC. - and - LULULEMON CALLCO ULC - and - LULU CANADIAN HOLDING INC. July 26, 2007Exchangeable Share Support Agreement • January 7th, 2013 • 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;
EXCHANGE TRUST AGREEMENT Between: LULULEMON ATHLETICA INC. - and - LULU CANADIAN HOLDING INC. - and - COMPUTERSHARE TRUST COMPANY OF CANADA July 26, 2007Exchange Trust Agreement • January 7th, 2013 • 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;
