BRILLIANT EARTH, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of September 22, 2021Limited Liability Company Agreement • September 27th, 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 September 22, 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. September 22, 2021Letter Agreement • September 27th, 2021 • Brilliant Earth Group, Inc. • Jewelry, silverware & plated ware • California
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 27th, 2021 • Brilliant Earth Group, Inc. • Jewelry, silverware & plated ware • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of September 22, 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 September 22, 2021Tax Receivable Agreement • September 27th, 2021 • Brilliant Earth Group, Inc. • Jewelry, silverware & plated ware • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of September 22, 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 27th, 2021 • Brilliant Earth Group, Inc. • Jewelry, silverware & plated ware • Delaware
THIS STOCKHOLDERS AGREEMENT, dated as of September 22, 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.
