JOANN Inc. (a Delaware corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 4th, 2021 • JOANN Inc. • Retail-miscellaneous shopping goods stores • New York
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification & Liability • March 4th, 2021 • JOANN Inc. • Retail-miscellaneous shopping goods stores • Delaware
This Indemnification and Advancement Agreement (this “Agreement”) is made as of ___________, 20__ by and between JOANN Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT BY AND AMONG JOANN INC. AND THE INITIAL STOCKHOLDERSStockholders Agreement • March 4th, 2021 • JOANN Inc. • Retail-miscellaneous shopping goods stores • Delaware
This Amended and Restated Stockholders Agreement (this “Agreement”) is entered into as of [ 🌑 ], 2021 by and among (a) JOANN Inc., a Delaware corporation (the “Company”), (b) Green Equity Investors V, L.P., Green Equity Investors Side V, L.P. and Needle Coinvest LLC (collectively, “LGP”), (c) TCW/Crescent Mezzanine Partners V, L.P. (“Crescent V”), TCW/Crescent Mezzanine Partners VB, L.P. (“Crescent VB”), TCW/Crescent Mezzanine Partners VC, L.P. (“Crescent VC”), Trust Company of the West (as Trustee for TCW Capital Trust) (“Trustee”) and MAC Equity Holdings I, LLC (“MAC I”, and together with Crescent V, Crescent VB, Crescent VC and Trustee, each a “Crescent Investor” and collectively, “Crescent”) and (d) each of the individual stockholders who are set forth on the signature pages hereto (each individually, a “Management Stockholder,” collectively, the “Management Stockholders”).
