Indemnification AgreementIndemnification Agreement • August 26th, 2016 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 20 by and between e.l.f. Beauty, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). [This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.]
EMPLOYMENT AGREEMENTEmployment Agreement • August 26th, 2016 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • California
This Employment Agreement (this “Agreement”), is made and entered into on the 13th day of August 2015, by and among J.A. Cosmetics US, Inc. (together with its successor, the “Company”), J.A. Cosmetics Holdings, Inc., the owner of all of the outstanding capital stock of the Company (together with its successor, “Holdings”), and John Bailey (“Executive”). This Agreement shall become effective as of the Effective Date (as hereinafter defined).
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT Dated as of [ ], 2016Stockholders Agreement • August 26th, 2016 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
This Amended and Restated Stockholders Agreement (this “Agreement”) is entered into as of [ ], 2016, by and among (i) e.l.f. Beauty, Inc., a Delaware corporation (f/k/a J.A. Cosmetics Holdings, Inc.) (the “Company”), (ii) TPG elf Holdings, L.P., a Delaware limited partnership (together with its Permitted Transferees designated as such in such Permitted Transferees’ Joinder Agreements, “TPG”), (iii) each of the Persons listed on the Schedule of Rollover Stockholders attached hereto as such schedule may be modified or amended from time to time to reflect any Transfer to Permitted Transfers (the “Rollover Stockholders”), and (iv) each other Person listed on the Schedule of Additional Stockholders attached hereto as such schedule may be modified or amended from time to time to reflect each Person after the date hereof who at any time acquires Equity Securities of the Company and agrees to become party to and bound by this Agreement by signing a Joinder Agreement (“Joinder Agreement”), in t
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 26th, 2016 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of January 31, 2014 is made by and among (i) J.A. Cosmetics Holdings, Inc., a Delaware corporation (the “Company”), (ii) the Persons listed on Schedule I attached hereto (as amended from time to time, the “TPG-Group”), and (iii) the Persons listed on Schedule II attached hereto, together with all other Persons who may become a party to this Agreement by executing and delivering to the Company a Joinder Agreement (“Joinder Agreement”), in the form attached hereto as Exhibit A, to the Company subsequent to the original execution and delivery of this Agreement (collectively, the “Non-TPG Group”). The TPG Group and the Non-TPG Group are collectively referred to herein as the “Stockholders,” and each member of each of the TPG Group and the Non-TPG Group, as a “Stockholder.”
CONSENT UNDER, REAFFIRMATION OF AND SECOND AMENDMENT TO SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • August 26th, 2016 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS CONSENT UNDER, REAFFIRMATION OF AND SECOND AMENDMENT TO SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”) is made as of June 7, 2016, by and among E.L.F. COSMETICS, INC. (formerly known as J.A. Cosmetics US, Inc.), a Delaware corporation (“e.l.f. Cosmetics”), JA 139 FULTON STREET CORP., a New York corporation (“JA Fulton”), JA 741 RETAIL CORP., a New York corporation (“JA 741 Retail”), JA COSMETICS RETAIL, INC., a New York corporation (“JA Cosmetics Retail”), J.A. RF, LLC, a Delaware limited liability company (“JA RF”), J.A. CHERRY HILL, LLC, a Delaware limited liability company (“JA Cherry Hill”; JA Cosmetics Retail, J.A. Cosmetics, JA Fulton, JA 741 Retail, JA RF and JA Cherry Hill collectively, the “Borrowers”), E.L.F. BEAUTY, INC. (formerly known as J.A. Cosmetics Holdings, Inc.), a Delaware corporation (“Holdings”; each of the Borrowers and Holdings is referred to individually as an “Obligor” and collectively as the “Obligors”), U.S. BANK NATIONAL ASSOCIATION, as J
CREDIT AGREEMENT Dated as of January 31, 2014 among J.A. COSMETICS HOLDINGS, INC., as Initial Borrower, and each other Person that becomes a Borrower hereunder by execution of a Joinder Agreement, as the Borrowers, THE OTHER PERSONS PARTY HERETO THAT...Credit Agreement • August 26th, 2016 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of January 31, 2014, among J.A. Cosmetics Holdings, Inc., a Delaware corporation (“Holdings”), as the initial borrower (the “Initial Borrower”; each of the Initial Borrower, and each Domestic Subsidiary of Initial Borrower who hereafter becomes a “Borrower” hereunder pursuant to a Joinder Agreement, may be referred to individually, as a “Borrower” and collectively herein, as “Borrowers”), the other Persons party hereto that are designated as a “Loan Party”, EACH LENDER FROM TIME TO TIME PARTY HERETO (collectively, the “Lenders” and individually, a “Lender”), and BANK OF MONTREAL, a Canadian chartered bank acting through its Chicago branch as Administrative Agent, Swing Line Lender, and an L/C Issuer.
Addendum to Standard Multi-Tenant Office Lease - GrossAddendum to Standard Multi-Tenant Office Lease - Gross • August 26th, 2016 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations
This Addendum to Standard Multi-Tenant Office Lease - Gross (this “Addendum”) is made and entered into by and between 1007 Clay Street Properties LLC, a California limited liability company (“Lessor”) and J.A. Cosmetics US, Inc., a Delaware corporation (“Lessee”), and is dated as of the date set forth on the first page of the Standard Multi-Tenant Office Lease - Gross between Lessor and Lessee (the “Base Lease”) to which this Addendum is attached. The Lease covers certain premises located at 570 10th Street in Oakland, California as described in more particularity in the Base Lease (the “Premises”). The promises, covenants, agreements and declarations made and set forth herein are intended to and shall have the same force and effect as if set forth at length in the body of the Base Lease. To the extent that the provisions of this Addendum are inconsistent with the terms and conditions of the Base Lease, the terms and conditions of this Addendum shall control. Capitalized terms used her
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT PURSUANT TO THENon-Qualified Stock Option Award Agreement • August 26th, 2016 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between J.A. Cosmetics Holdings, Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the J.A. Cosmetics Holdings, Inc. 2014 Equity Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
SECOND AMENDMENT TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • August 26th, 2016 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS SECOND AMENDMENT TO SECOND LIEN CREDIT AGREEMENT (this “Amendment”) is entered into as of June 7, 2016 (the “Second Amendment Effective Date”) by and among e.l.f. Cosmetics, Inc. (formerly known as J.A. Cosmetics US, Inc.), a Delaware corporation (“e.l.f. Cosmetics”), JA 139 Fulton Street Corp., a New York corporation (“JA 139 Fulton”), JA 741 Retail Corp., a New York corporation (“JA 741 Retail”), JA Cosmetics Retail, Inc., a New York corporation (“JA Cosmetics Retail”), J.A. RF, LLC, a Delaware limited liability company (“JA RF”), and J.A. Cherry Hill, LLC, a Delaware limited liability company (“JA Cherry Hill”; collectively with e.l.f. Cosmetics, JA 139 Fulton, JA 741 Retail, JA Cosmetics Retail and JA RF, the “Borrowers”), e.l.f. Beauty, Inc. (formerly known as J.A. Cosmetics Holdings, Inc.), a Delaware corporation (“e.l.f. Beauty”), the other Persons party hereto that are designated as a “Loan Party” on the signature pages hereof, PennantPark Investment Corporation, PennantPa
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 26th, 2016 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of June 7, 2016 (the “First Amendment Effective Date”) by and among e.l.f. Cosmetics, Inc. (formerly known as J.A. Cosmetics US, Inc.), a Delaware corporation (“e.l.f. Cosmetics”), JA 139 Fulton Street Corp., a New York corporation (“JA 139 Fulton”), JA 741 Retail Corp., a New York corporation (“JA 741 Retail”), JA Cosmetics Retail, Inc., a New York corporation (“JA Cosmetics Retail”), J.A. RF, LLC, a Delaware limited liability company (“JA RF”), and J.A. Cherry Hill, LLC, a Delaware limited liability company (“JA Cherry Hill”; collectively with e.l.f. Cosmetics, JA 139 Fulton JA 741 Retail, JA Cosmetics Retail and JA RF, the “Borrowers”), e.l.f. Beauty, Inc. (formerly known as J.A. Cosmetics Holdings, Inc.), a Delaware corporation (“e.l.f. Beauty”), the other Persons party hereto that are designated as a “Loan Party” on the signature pages hereof, Bank of Montreal, a Canadian chartered bank acting through i
