BRILLIANT EARTH, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [ • ], 2021Limited Liability Company Agreement • September 14th, 2021 • Brilliant Earth Group, Inc. • Jewelry, silverware & plated ware • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) of Brilliant Earth, LLC a Delaware limited liability company (the “Company”), dated as of [ • ], 2021 (the “Effective Date”), is entered into by and among the Company, Brilliant Earth Group, Inc., a Delaware corporation (the “Corporation”), as the sole managing member of the Company, and each of the other Members (as defined herein).
BRILLIANT EARTH GROUP, INC. INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification & Liability • September 14th, 2021 • Brilliant Earth Group, Inc. • Jewelry, silverware & plated ware • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of [ 🌑 ], 20[ 🌑 ] by and between Brilliant Earth Group, Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer/an employee] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
BRILLIANT EARTH GROUP, INC. [DATE]Offer Letter • September 14th, 2021 • Brilliant Earth Group, Inc. • Jewelry, silverware & plated ware
Brilliant Earth Group, Inc. (together with any of its subsidiaries and affiliates as may employ you from time to time, the “Company”) desires to continue your employment on the terms set forth in this letter agreement (this “Letter Agreement”) effective as of the date first set forth above (the “Effective Date”). Effective as of the Effective Date, this Letter Agreement amends and restates in its entirety the offer letter entered into between you and the Company, dated as of December 23, 2014 (the “Original Offer Letter”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 14th, 2021 • Brilliant Earth Group, Inc. • Jewelry, silverware & plated ware • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [ 🌑 ], 2021 by and among Brilliant Earth Group, Inc., a Delaware corporation (the “Corporation”), and each Person identified on the Schedule of Holders attached hereto as of the date hereof (such Persons, collectively, the “Holders”).
TAX RECEIVABLE AGREEMENT by and among BRILLIANT EARTH GROUP, INC. BRILLIANT EARTH, LLC and THE MEMBERS OF BRILLIANT EARTH, LLC FROM TIME TO TIME PARTY HERETO Dated as [ ● ], 2021Tax Receivable Agreement • September 14th, 2021 • Brilliant Earth Group, Inc. • Jewelry, silverware & plated ware • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [ ● ], 2021, is hereby entered into by and among Brilliant Earth Group, Inc., a Delaware corporation (the “Corporation”), Brilliant Earth, LLC, a Delaware limited liability company (the “LLC”), and each of the Members (as defined herein) from time to time party hereto.
STOCKHOLDERS AGREEMENT OF BRILLIANT EARTH GROUP, INC.Stockholders Agreement • September 14th, 2021 • Brilliant Earth Group, Inc. • Jewelry, silverware & plated ware • Delaware
THIS STOCKHOLDERS AGREEMENT, dated as of [ ● ], 2021 (as it may be amended, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among (i) Brilliant Earth Group, Inc., a Delaware corporation (the “Corporation”), (ii) Mainsail Partners III L.P., a Delaware limited partnership (“Mainsail”), Mainsail Incentive Program, LLC, a Delaware limited liability company (“Mainsail Incentive”) and Mainsail Co-Investors III, L.P., a Delaware limited partnership (“Mainsail Co-Investors”, and together with Mainsail Incentive, the “Mainsail Holdcos”) and (iii) Just Rocks, Inc., a Delaware corporation (“Just Rocks”), and together with Mainsail, the “Original Members”). Certain terms used in this Agreement are defined in Section 6.
Brilliant Earth Group, Inc. Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • September 14th, 2021 • Brilliant Earth Group, Inc. • Jewelry, silverware & plated ware • New York
Brilliant Earth Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), of the Company (collectively, the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [ ] shares of Class A Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Class A Common Stock of the Company to be outstanding after giving effect to the sale of the Shares, together with the shares of Class B Common Stock, par value $0.0001 per share of the Company (the “Class B Common Stock”), the shares of Class C Common Stock, par value $0.0001 per share of the Company (the “Class C Common Stock”) and the shares of Class D
UNIT RESTRICTION AGREEMENTUnit Restriction Agreement • September 14th, 2021 • Brilliant Earth Group, Inc. • Jewelry, silverware & plated ware • Delaware
This Unit Restriction Agreement is entered into as of <<DATE>> by and between Brilliant Earth, LLC, a Delaware limited liability company (the “Company”), and <<NAME>> (the “Employee”).
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 14th, 2021 • Brilliant Earth Group, Inc. • Jewelry, silverware & plated ware • Delaware
This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of August , 2021, by and among BRILLIANT EARTH, LLC, a Delaware limited liability company (“Borrower Representative”), the lenders party hereto (“Lenders”, and each, a “Lender”), constituting the Required Lenders, and RUNWAY GROWTH FINANCE CORP. (formerly known as Runway Growth CREDIT FUND INC.), as administrative agent and collateral agent for Lenders (in such capacity, “Agent”).
