Rent the Runway, Inc. Class A Common Stock Underwriting AgreementUnderwriting Agreement • October 18th, 2021 • Rent the Runway, Inc. • Retail-retail stores, nec • New York
Rent the Runway, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] shares (the “Firm Shares”) of Class A common stock, par value $[•] per share of the Company (“Class A Common Stock”) and, at the election of the Underwriters, up to [•] additional shares of Class A Common Stock (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.” The shares of Class A Common Stock of the Company, together with the shares of Class B common stock, par value $[•] per share of the Company, to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Stock.” In the event that the Company has a single subsidiary or does not have any subsidiaries, then
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • October 18th, 2021 • Rent the Runway, Inc. • Retail-retail stores, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made effective as of [ 🌑 ], 2021 between Rent the Runway, Inc., a Delaware corporation (the “Company”), and [NAME] (“Indemnitee”).
SEVENTH AMENDMENT TO CREDIT AGREEMENT AND THIRD AMENDMENT TO THE SECURITY AGREEMENTSecurity Agreement • October 18th, 2021 • Rent the Runway, Inc. • Retail-retail stores, nec • New York
This Credit Agreement is made as of July 23, 2018, by and among the lenders from time to time party hereto (individually a “Lender,” and any and all such lenders collectively the “Lenders”), Double Helix Pte Ltd, as the administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Agent”), and Rent the Runway, Inc., a Delaware corporation (“Borrower”).
STOCKHOLDERS AGREEMENT OF RENT THE RUNWAY, INC.Stockholders Agreement • October 18th, 2021 • Rent the Runway, Inc. • Retail-retail stores, nec • Delaware
THIS STOCKHOLDERS AGREEMENT, dated as of October [ ● ], 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) Rent the Runway, Inc., a Delaware corporation (the “Corporation”), (ii) Jennifer Y. Hyman, the Trust under Article Second UA dtd 9/19/2012 (the “2012 Trust”), the BS 2021 Family Trust (the “Family Trust”), the JYH 2021 Children’s Trust (the “Children’s Trust”, and, together with Jennifer Y. Hyman, the 2012 Trust and the Family Trust, the “Founder”), (iii) Bain Capital Venture Fund 2009, L.P. (“BCV Fund 2009”), BCIP Venture Associates (“BCIP Venture”) and BCIP Venture Associates-B (“BCIP Venture-B”, and, together with BCV Fund 2009 and BCIP Venture, the “Bain Capital Ventures Entities”), and (iv) Highland Capital Partners VIII Limited Partnership (“Highland Capital 8”), Highland Capital Partners VIII-B Limited Partnership (“Highland Capital 8-B”) and Highla
RENT THE RUNWAY, INC. Restricted Share Unit Agreement Granted Under 2019 Stock Incentive PlanRestricted Share Unit Agreement • October 18th, 2021 • Rent the Runway, Inc. • Retail-retail stores, nec • Delaware
RENT THE RUNWAY, INC. Incentive Stock Option Agreement Granted Under 2009 Stock Incentive PlanIncentive Stock Option Agreement • October 18th, 2021 • Rent the Runway, Inc. • Retail-retail stores, nec • Delaware
RENT THE RUNWAY, INC. Nonstatutory Stock Option Agreement Granted Under 2009 Stock Incentive PlanStock Option Agreement • October 18th, 2021 • Rent the Runway, Inc. • Retail-retail stores, nec • Delaware
RENT THE RUNWAY, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 18th, 2021 • Rent the Runway, Inc. • Retail-retail stores, nec • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is executed as of October 5, 2021, between RENT THE RUNWAY, INC., a Delaware corporation (together with its predecessors and successors, the “Company”), and JENNIFER Y. HYMAN (the “Employee”). This Agreement shall be effective as of the date of closing of the initial public offering of the Company (the “IPO”) or such other date mutually agreed in writing between the parties (such date, the “Effective Date”) and shall amend and restate in its entirety that certain Employment Agreement, dated as of July 6, 2015, by and between the Company and the Employee, as amended by that certain Employment Agreement Amendment, dated as of November 20, 2020 (collectively, the “Original Agreement”).
