Lulu’s Fashion Lounge Holdings, Inc. Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • November 1st, 2021 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses • New York
Lulu’s Fashion Lounge Holdings, 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 several Underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of [•] shares of common stock, par value $0.001 per share (“Stock”) of the Company (the “Firm Shares”) and, at the election of the Underwriters, up to [•] additional shares of Stock. The aggregate of [•] shares of Stock to be sold by the Company is herein called the “Firm Shares” and the aggregate of up to [•] additional shares of Stock to be sold by the Company is herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”.
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification Agreement • November 1st, 2021 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 2021 by and between Lulu’s Fashion Lounge Holdings, Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors] [an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement .
LULU’S FASHION LOUNGE HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 1st, 2021 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of the 10th day of November, 2021, by and among Lulu’s Fashion Lounge Holdings, Inc., a Delaware corporation (the “Company”) and each of the parties listed on Schedule A hereto (each of which is referred to in this Agreement as a “Holder”).
LULU’S FASHION LOUNGE HOLDINGS, INC. STOCK AWARD NOTICENon-Plan Stock Award Agreement • November 1st, 2021 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses • Delaware
The individual listed below (the “Grantee”) previously held Class P Units (as defined in that certain Agreement of Limited Partnership of Lulu’s Holdings, L.P., as amended (the “Holdings LPA”)) in Lulu’s Holdings, L.P., a Delaware limited partnership (“Holdings”), which were a special class of limited partnership interest in Holdings. Immediately before the completion of the initial public offering (the “IPO Closing”) of the equity securities of Lulu’s Fashion Lounge Holdings, Inc., a Delaware corporation (the “Company”), Holdings’ assets included shares of common stock of the Company. Immediately before the IPO Closing, Holdings terminated and is hereby distributing to the Grantee a portion of the shares (the “Shares”) of Company common stock that were held by Holdings, as required pursuant to the terms of the Holdings LPA, which distribution is in full and complete satisfaction of all liabilities and obligations arising out of or relating to the Class P Units held by the Grantee. The
STOCKHOLDERS AGREEMENT OF LULU’S FASHION LOUNGE HOLDINGS, INC.Stockholders Agreement • November 1st, 2021 • Lulu's Fashion Lounge Holdings, Inc. • Retail-catalog & mail-order houses • Delaware
THIS STOCKHOLDERS AGREEMENT, dated as of November [10], 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 Lulu’s Fashion Lounge Holdings, Inc., a Delaware corporation (the “Corporation”), H.I.G. Growth Partners – Lulu’s, L.P., a [Delaware limited partnership] (“HIG”), Institutional Venture Partners XV, L.P., a Delaware limited partnership (“IVP XV”), Institutional Venture Partners XV Executive Fund, L.P., a Delaware limited partnership (“IVP XV Executive Fund”), Institutional Venture Partners XVI, L.P., a Delaware limited partnership (“IVP XVI,” and together with IVP XV and IVP XV Executive Fund, the “IVP Holdcos”) and Canada Pension Plan Investment Board, a Canadian Crown Corporation (“CPPIB” and, together with HIG and the IVP Holdcos, the “Stockholders”). Certain terms used in this Agreement are defined in Section 7.
