SECURITIES PURCHASE AGREEMENT BY AND AMONG NATURIUM LLC, TCB-N PRELUDE BLOCKER CORP., THE CENTER BRANDS LLC, ELAINE J. BALADY, TCB PRELUDE HOLDINGS, LLC, E.L.F. COSMETICS, INC., E.L.F. BEAUTY, INC. and THE CENTER BRANDS LLC (solely in its capacity as...Securities Purchase Agreement • October 5th, 2023 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 28, 2023, by and among (i) Naturium LLC, a Delaware limited liability company (the “Company”), (ii) TCB-N Prelude Blocker Corp., a Delaware corporation (“Blocker”), (iii) The Center Brands LLC, a Delaware limited liability company (“TCB”), (iv) Elaine J. Balady, an individual (together with TCB, the “Naturium Sellers”), (v) TCB Prelude Holdings, LLC, a Delaware limited liability company (the “Blocker Seller”, and together with the Naturium Sellers, the “Sellers” and each, a “Seller”), (vi) e.l.f. Cosmetics, Inc. (“Buyer”), a Delaware corporation, (vii) e.l.f. Beauty, Inc. (“Parent”), a Delaware corporation and (viii) TCB (the “Representative”) (solely in its capacity as the Representative for purposes of Section 2.02, Section 2.03, Section 3.02, Section 7.07, Section 7.08, Section 7.11, Section 7.13, Section 8.03, Section 9.02 and ARTICLE X).
