Party City Holdco Inc. Common Stock, $0.01 par value Underwriting AgreementUnderwriting Agreement • March 27th, 2015 • Party City Holdco Inc. • Retail-miscellaneous retail • New York
Party City Holdco Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC are acting as representatives (in such capacity, the “Representatives”) an aggregate of [ ]
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among PARTY CITY HOLDCO INC., THL PC TOPCO, L.P. ADVENT-PARTY CITY ACQUISITION LIMITED PARTNERSHIP and THE OTHER STOCKHOLDERS THAT ARE SIGNATORIES HERETO Dated as of [ ], 2015Registration Rights Agreement • March 27th, 2015 • Party City Holdco Inc. • Retail-miscellaneous retail • New York
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [ ], 2015 by and among Party City Holdco Inc. (formerly known as PC Topco Holdings, Inc.), a Delaware corporation (the “Company”), THL PC Topco, L.P., a Delaware limited partnership (collectively with its Affiliates which own stock of the Company from time to time, the “THL Party”), Advent-Party City Acquisition Limited Partnership, a Delaware limited partnership (collectively with its Affiliates which own stock of the Company from time to time, the “Advent Party”) and the other Persons listed on the signature pages hereto (each a “Management Stockholder” and, collectively, the “Management Stockholders”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 27th, 2015 • Party City Holdco Inc. • Retail-miscellaneous retail
This Indemnification Agreement (“Agreement”) is made and entered into as of this [—] day of [—], 2015, by and among Party City Holdco Inc. (the “Company”), a Delaware corporation, Party City Holdings Inc., a Delaware corporation (“Opco”, and together with the Company, the “Party City Companies” and each a “Party City Company”), and [—] (“Indemnitee”).
Party City Holdco Inc. Amended and Restated 2012 Omnibus Equity Incentive Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENT (NON-EMPLOYEE DIRECTORS)Nonqualified Stock Option Award Agreement • March 27th, 2015 • Party City Holdco Inc. • Retail-miscellaneous retail • Delaware
THIS AGREEMENT (this “Award Agreement”), is made effective as of [—], (the “Date of Grant”), by and between Party City Holdco Inc., a Delaware corporation (the “Company”), and [—] (the “Participant”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Party City Holdco Inc. Amended and Restated 2012 Omnibus Equity Incentive Plan (as amended from time to time, the “Plan”).
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT by and among PARTY CITY HOLDCO INC., THL PC TOPCO, L.P., ADVENT-PARTY CITY ACQUISITION LIMITED PARTNERSHIP and THE OTHER STOCKHOLDERS THAT ARE SIGNATORIES HERETO Dated as of [ ], 2015Stockholders Agreement • March 27th, 2015 • Party City Holdco Inc. • Retail-miscellaneous retail • New York
This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”) dated as of [—], 2015 is made by and among Party City Holdco Inc., a Delaware corporation (the “Company”), THL PC Topco, L.P. (the “THL Party”, which term includes any Affiliates of the foregoing which own Stock from time to time), Advent-Party City Acquisition Limited Partnership, a Delaware limited partnership (the “Advent Party”, which term includes any Affiliates of the foregoing which own Stock from time to time, and together with the THL Party, the “Investor Stockholders”), and the Persons listed as Management Holders on the signature pages hereto.
