SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT Dated as of March 3, 2017Stockholders Agreement • March 3rd, 2017 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
This Second Amended and Restated Stockholders Agreement (this “Agreement”) is entered into as of March 3, 2017, 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 Agreem
