Underwriting AgreementUnderwriting Agreement • September 12th, 2016 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • New York
Morgan Stanley & Co. LLC ( “Morgan Stanley”) has agreed to reserve a portion of the Shares to be purchased by it under this Agreement for sale to the Company’s directors, officers, employees and business associates and other parties related to the Company (collectively, “Participants”), as set forth in the Prospectus (as hereinafter defined) under the heading “Underwriting” (the “Directed Share Program”). The Shares to be sold by Morgan Stanley and its affiliates pursuant to the Directed Share Program, at the direction of the Company, are referred to hereinafter as the “Directed Shares”. Any Directed Shares not orally confirmed for purchase by any Participant by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 12th, 2016 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • California
This Amended and Restated Employment Agreement (this “Agreement”), is made and entered into on the 7th day of September, 2016 (the “Effective Date”), by and among e.l.f. Cosmetics, Inc. (together with its successor, the “Company”), e.l.f. Beauty, Inc., the owner of all of the outstanding capital stock of the Company (together with its successor, “Holdings”), and Erin Daley (“Executive”). This Agreement amends and restates in its entirety that certain Employment Agreement (the “Prior Agreement”) by and among the Company, Holdings and Executive dated as of February 3, 2014 (“Prior Agreement Effective Date”).
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT Dated as of [ ], 2016Stockholders Agreement • September 12th, 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
