ARHAUS, INC. (a Delaware corporation) Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 27th, 2021 • Arhaus, Inc. • Retail-furniture stores • New York
If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this le
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 27th, 2021 • Arhaus, Inc. • Retail-furniture stores • Delaware
This Registration Rights Agreement (this “Agreement”), dated as of [•], 2021, by and among Arhaus, Inc., a Delaware corporation (the “Company”), FS Equity Partners VI, L.P., a Delaware limited partnership (“FSEP VI”), FS Affiliates VI, L.P., a Delaware limited partnership (“FS Affiliates”) and each of the investors listed on Schedule A hereto (collectively with FSEP VI and FS Affiliates, the “FS Stockholders”), and each of the other investors listed on Schedule B hereto (which are collectively referred to herein as the “Reed Stockholders”).
FORM OF INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 27th, 2021 • Arhaus, Inc. • Retail-furniture stores • Delaware
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021 (the “Effective Date”), is among Arhaus, Inc., a Delaware corporation (the “Company”), FS Equity Partners VI, L.P., a Delaware limited partnership (“FS Equity”), FS Affiliates VI, L.P., a Delaware limited partnership (“FS Affiliates” and together with FS Equity, “Sponsor”), John P. Reed (“Reed”), 2018 Reed Dynasty Trust u/a/d December 24, 2018 (“2018 Trust”), John P. Reed Trust u/a/d April 29, 1985 (“1985 Trust”), Reed 2013 Generation-Skipping Trust u/a/d October 22, 2013 (the “2013 Trust”), and The John P. Reed 2019 GRAT u/a/d December 31, 2019 (“2019 Trust” and together with Reed, 2018 Trust, 1985 Trust, the 2013 Trust, the “Reed Entities”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 27th, 2021 • Arhaus, Inc. • Retail-furniture stores • Delaware
This Indemnification Agreement (this “Agreement”), dated as of [__________], is by and between Arhaus, Inc., a Delaware corporation (the “Company”) and [__________] (the “Indemnitee”). The Company and the Indemnitee are referred to herein each individually as a “Party” and collectively as the “Parties.”
