Five Below, Inc Sample Contracts

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • September 16th, 2022 • Five Below, Inc • Retail-variety stores • New York

WHEREAS, the Borrower, Wells Fargo Bank, National Association, as lender, and certain other parties are party to a Fourth Amended and Restated Loan and Security Agreement, dated as of May 10, 2017 (as amended, restated, amended and restated, supplemented, extended or otherwise modified from time to time prior to the date hereofClosing Date, the “Existing Credit Agreement”), pursuant to which the lenders party thereto provided the Borrower with certain financial accommodations;

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CREDIT AGREEMENT dated as of May 16, 2012 among FIVE BELOW, INC. and THE LENDERS PARTY HERETO, and GOLDMAN SACHS BANK USA, BARCLAYS BANK PLC AND JEFFERIES FINANCE LLC, as Lead Arrangers and Lead Bookrunners, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,...
Credit Agreement • May 24th, 2012 • Five Below, Inc • Retail-variety stores • New York

This CREDIT AGREEMENT (this “Agreement”), dated as of May 16, 2012 by and among Five Below, Inc., a Pennsylvania corporation (the “Borrower”), the Guarantors party hereto from time to time, the Lenders, and Goldman Sachs Bank USA (“Goldman Sachs”), Barclays Bank PLC and Jefferies Finance LLC, as Lead Arrangers and as Lead Bookrunners, Goldman Sachs as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”) and as Collateral Agent for the Secured Parties (in such capacity, the “Collateral Agent”), Credit Suisse AG, Cayman Islands Branch, Deutsche Bank Trust Company Americas, UBS Securities LLC and Wells Fargo Bank, National Association, as Arrangers (in such capacity and together with the Lead Arrangers, the “Arrangers”) and Bookrunners (in such capacity and together with the Lead Bookrunners, the “Bookrunners”), Barclays Bank PLC, as Syndication Agent (in such capacity, the “Syndication Agent”), and Jefferies Finance LLC, as Documentation Agent (in such capa

FIVE BELOW, INC. AMENDED AND RESTATED EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT
Equity Incentive Plan • June 30th, 2014 • Five Below, Inc • Retail-variety stores • Pennsylvania

Five Below, Inc. (the “Company”) hereby grants to [__________] (the “Optionee”) an option (the “Option”) to purchase a total of [_________] shares of Common Stock of the Company (the “Option Shares”), at the price and on the terms set forth herein, and in all respects subject to the terms, definitions and provisions of the Five Below, Inc. Amended and Restated Equity Incentive Plan (the “Plan”) applicable to non-qualified stock options, which terms and provisions are hereby incorporated by reference herein. Unless the context herein otherwise requires, the terms defined in the Plan shall have the same meanings when used herein.

Five Below, Inc. Common Stock Underwriting Agreement
Underwriting Agreement • June 12th, 2012 • Five Below, Inc • Retail-variety stores • New York

Five Below, Inc., a Pennsylvania corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares of common stock (“Stock”) of the Company and the shareholders of the Company named in Schedule II hereto (the “Selling Shareholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of shares and, at the election of the Underwriters, up to additional shares of Stock. The aggregate of shares to be sold by the Company and the Selling Shareholders is herein called the “Firm Shares” and the aggregate of additional shares to be sold by the Selling Shareholders is herein called 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”.

FIVE BELOW, INC. EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT
Equity Incentive Plan • June 12th, 2012 • Five Below, Inc • Retail-variety stores • Pennsylvania

Five Below, Inc. (the “Company”) hereby grants to David Johnston (the “Optionee”) an option to purchase a total of 500,000 shares of Common Stock of the Company (the “Option Shares”), at the price and on the terms set forth herein, and in all respects subject to the terms, definitions and provisions of the Five Below, Inc. Equity Incentive Plan (the “Plan”) applicable to non-qualified stock options, which terms and provisions are hereby incorporated by reference herein. Unless the context herein otherwise requires, the terms defined in the Plan shall have the same meanings when used herein.

FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and between FIVE BELOW, INC., as Borrower, and FIVE BELOW MERCHANDISING, INC., as Original Guarantor, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lender Dated: May 10, 2017
Loan and Security Agreement • May 11th, 2017 • Five Below, Inc • Retail-variety stores • Pennsylvania

This Fourth Amended and Restated Loan and Security Agreement dated May 10, 2017 (this “Agreement”) is entered into by and between FIVE BELOW, INC., a Pennsylvania corporation (the “Borrower”), FIVE BELOW MERCHANDISING, INC., a Pennsylvania corporation (the “Original Guarantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as successor by merger to Wachovia Bank, N.A. (the “Lender”).

Rabbi Directed Trust Agreement
Trust Agreement • June 18th, 2021 • Five Below, Inc • Retail-variety stores • Delaware

THIS TRUST AGREEMENT (“Agreement”) is made by and between Five Below, Inc. (“Employer”) and Delaware Charter Guarantee & Trust Company, conducting business as Principal Trust Company (“Trustee”).

FIVE BELOW, INC. EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • April 18th, 2012 • Five Below, Inc • Pennsylvania

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Award Agreement”) dated as of October 14, 2010 (hereinafter referred to as the “Date of Grant”) is made by and between Five Below, Inc. (the “Company”) and David Schlessinger (the “Optionee”).

OPTION CANCELLATION AGREEMENT Five Below, Inc.
Shareholders Agreement • April 18th, 2012 • Five Below, Inc • Pennsylvania

Reference is made to the Non-Qualified Stock Option Agreement, between Five Below, Inc. and you, dated October 14, 2010 (the “Option Agreement”), pursuant to which 2,919,973 non-qualified stock options (the “Options”) were granted to you under the Five Below, Inc. Equity Incentive Plan, as amended (the “Plan”). Pursuant to the terms and conditions of this Option Cancellation Agreement (the “Agreement”), you agree to the cancellation of the Options in exchange for which Five Below, Inc. (the “Company”) will make two grants of restricted stock, as described herein, to you.

Five Below, Inc. Common Stock Underwriting Agreement
Underwriting Agreement • May 14th, 2013 • Five Below, Inc • Retail-variety stores • New York

The shareholders named in Schedule I hereto (the “Selling Shareholders”) of Five Below, Inc., a Pennsylvania corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of [•] shares of common stock (“Stock”) of the Company and, at the election of the Underwriters, up to [•] additional shares of Stock. The aggregate of [•] shares to be sold by the Selling Shareholders is herein called the “Firm Shares” and the aggregate of [•] additional shares to be sold by the Selling Shareholders is herein called 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”.

Five Below, Inc.
Investment Agreement • April 18th, 2012 • Five Below, Inc • Pennsylvania

Reference is made to that certain letter agreement dated January 18, 2010 between you and Five Below, Inc. (the “Company”) regarding your continuing employment terms (the “2010 Letter Agreement”, which letter was an amendment and restatement of your prior letter agreement dated April 20, 2005). In connection with the Investment Agreement, dated as of September 1, 2010, (the “Investment Agreement”) by and among the Company and certain parties thereto, including the “Purchasers” (as such term is defined in the Investment Agreement), you and the Purchasers have agreed to a term sheet, dated September 1, 2010, (the “Term Sheet”), which sets forth the terms and conditions of your continued employment with the Company following consummation of the transaction contemplated by the Investment Agreement. This letter agreement memorializes the terms and conditions agreed to in the Term Sheet and shall become effective upon consummation of the transaction contemplated by the Investment Agreement (

SECURITY AGREEMENT by FIVE BELOW, INC. as Borrower and THE OTHER BORROWERS AND GUARANTORS PARTY HERETO FROM TIME TO TIME and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent Dated as of April 24, 2020
Security Agreement • April 29th, 2020 • Five Below, Inc • Retail-variety stores • New York

SECURITY AGREEMENT dated as of April 24, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Security Agreement”) made by (i) FIVE BELOW, INC., a Pennsylvania corporation, as a borrower (the “Borrower” and also referred to herein as the “Original Borrower”), (ii) THE OTHER BORROWERS FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Additional Borrowers,” and together with the Original Borrower, the “Borrowers”), and (iii) 1616 HOLDINGS, INC., a Pennsylvania corporation, as a guarantor (the “Guarantor” and also referred to herein as the “Original Guarantor”) AND THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Additional Guarantors,” and together with the Original Guarantor, the “Guarantors”), as pledgors, assignors and debtors (the Borrowers, together with the Guarantors, in such capacities and together with any successor

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
Second Amended and Restated Shareholders Agreement • May 24th, 2012 • Five Below, Inc • Retail-variety stores • Pennsylvania

THIS THIRD AMENDMENT, dated May 23, 2012 (this “Amendment”), to the Second Amended and Restated Shareholders Agreement, dated September 1, 2010 (the “Original Shareholders Agreement”), as amended by the First Amendment to Second Amended and Restated Shareholders Agreement, dated October 14, 2010 (the “First Amendment”), and as amended by the Second Amendment to Second Amended and Restated Shareholders Agreement, dated November 22, 2011 (together with the Original Shareholders Agreement and the First Amendment, the “Shareholders Agreement”), is made by and among Five Below, Inc., a Pennsylvania corporation (the “Company”), and the undersigned shareholders of the Company (the “Holders”).

AWARD AGREEMENT FOR RESTRICTED SHARES UNDER THE FIVE BELOW, INC. AMENDED AND RESTATED EQUITY INCENTIVE PLAN
Award Agreement • March 11th, 2013 • Five Below, Inc • Retail-variety stores • Pennsylvania

THIS AWARD AGREEMENT FOR RESTRICTED SHARES (this “Agreement”) is made between Five Below, Inc. (the “Company”) and (the “Grantee”), dated , 201 (the “Effective Date”).

Grant Schedule
Equity Incentive Plan • December 3rd, 2020 • Five Below, Inc • Retail-variety stores • Pennsylvania

Grantee’s name: [∙] Grant Date: [∙] 1.Number of Restricted Stock Units granted: [∙] 2. Target Number of Restricted Stock Units: [∙] 3. Vesting Date:PERFORMANCE VESTED UNITS: Except as specifically provided below, as set forth in the Grantee’s employment agreement or as otherwise determined by the Committee, subject to Grantee’s continued employment, as of [∙], the Restricted Stock Units (the “Performance Units”) will vest, if at all, based on the Company’s Performance (as defined below) as follows: The Performance Units shall become Earned (as defined below) based upon the Company’s [∙] (“Performance”) over each applicable Performance Period (as defined below), as follows: [∙] For any applicable Performance Period above, the Compensation Committee will interpolate proportionately to determine the Performance Units which become Earned based on the level of the Company’s Performance between the threshold and underperformance, between underperformance and the target, between the target a

AWARD AGREEMENT FOR RESTRICTED SHARES UNDER THE FIVE BELOW, INC. EQUITY INCENTIVE PLAN
Award Agreement • April 18th, 2012 • Five Below, Inc • Pennsylvania
March 13, 2023 VIA HAND DELIVERY Kenneth R. Bull Re: Amendment to Employment Terms Dear Ken:
Employment Agreement • March 14th, 2023 • Five Below, Inc • Retail-variety stores

Reference is hereby made to the employment letter agreement dated as of April 16, 2012 (the “Employment Agreement”) by and between Five Below, Inc. (the “Company”) and Kenneth R. Bull (“you”).

AMENDMENT NO. 1 TO INVESTMENT AGREEMENT
Investment Agreement • April 18th, 2012 • Five Below, Inc • Delaware

This Amendment No. 1 (this “Amendment”), dated as of October 14, 2010 (the “Effective Date”), to that certain Investment Agreement dated as of September 1, 2010 (the “Investment Agreement”), is by and among Five Below, Inc., a Pennsylvania corporation (the “Company”), the Purchasers listed on Exhibit A to the Investment Agreement (“Purchasers”) and Sargent Family Investment, LLC, a Delaware limited liability company (“Assignee”).

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
Shareholders Agreement • April 18th, 2012 • Five Below, Inc • Pennsylvania

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Amendment”) is made on October 14, 2010 by Five Below, Inc., a Pennsylvania corporation (the “Company”), to the Second Amended and Restated Shareholders Agreement, dated September 1, 2010 (the “Agreement”), among the Company and the Shareholders. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Agreement.

Five Below, Inc. Philadelphia, PA 19103 December 4, 2014
Employment Agreement • December 4th, 2014 • Five Below, Inc • Retail-variety stores

Reference is hereby made to the employment letter agreement dated as of June 8, 2014 the (“Employment Agreement”) by and between Five Below, Inc. (the “Company”) and Joel D. Anderson (“Executive” or “you”).

Five Below, Inc. Common Stock Underwriting Agreement
Underwriting Agreement • September 19th, 2013 • Five Below, Inc • Retail-variety stores • New York

The shareholders named in Schedule I hereto (the “Selling Shareholders”) of Five Below, Inc., a Pennsylvania corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to Credit Suisse Securities (USA) LLC (the “Underwriter”) an aggregate of 7,100,000 shares of common stock (“Stock”) of the Company (the “Shares”).

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • April 18th, 2012 • Five Below, Inc • Pennsylvania

THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of September 1, 2010, by and among Five Below, Inc., a Pennsylvania corporation (the “Company”), the Significant Common Shareholders (as hereinafter defined), the Series A Preferred Shareholders (as hereinafter defined) and the other Holders (as hereinafter defined) identified as such on Exhibit A hereto (the “Schedule of Holders”). This Agreement shall become effective on the Effective Date (as hereinafter defined).

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INVESTMENT AGREEMENT BY AND AMONG FIVE BELOW, INC., PURCHASERS AND THE OTHER PARTIES NAMED HEREIN
Investment Agreement • April 18th, 2012 • Five Below, Inc • Delaware

THIS INVESTMENT AGREEMENT is made as of September 1, 2010 by and among Five Below, Inc., a Pennsylvania corporation (the “Company”), the purchasers listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”), the Persons listed as “Founders” on the signature pages to this Agreement (each a “Founder” and together the “Founders”) and the Persons listed as “Significant Common Shareholders” on the signature pages to this Agreement (each a “Significant Common Shareholder” and together the “Significant Common Shareholders”).

SECURITY AGREEMENT
Security Agreement • May 24th, 2012 • Five Below, Inc • Retail-variety stores • New York

This SECURITY AGREEMENT, dated as of May 16, 2012 (as it may be amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among Five Below, Inc. (the “Borrower”) and each of the subsidiaries of the Borrower party hereto from time to time as an Additional Grantor (as herein defined) (including the Borrower, each, a “Grantor”), and Goldman Sachs Bank USA, as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, together with its successors and permitted assigns, the “Collateral Agent”).

Five Below, Inc.
Employment Agreement • September 3rd, 2015 • Five Below, Inc • Retail-variety stores

Reference is hereby made to the employment letter agreement dated as of June 8, 2014, as amended (the “Employment Agreement”) by and between Five Below, Inc. (the “Company”) and Joel D. Anderson (“you”).

SUPPLEMENT
Five Below, Inc • June 13th, 2013 • Retail-variety stores

Supplement No. 1 (this “Supplement”) dated as of June 12, 2013 to the Security Agreement dated as of May 16, 2012 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) by each of the parties listed on the signature pages thereto and those additional entities that thereafter become parties thereto (collectively, jointly and severally, “Grantors” and each individually “Grantor”) and Goldman Sachs Bank USA in its capacity as Collateral Agent on behalf of the Secured Parties (together with its successors and assigns in such capacity, the “Collateral Agent”).

LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of May 16, 2012, among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Revolving Facility Agent, GOLDMAN SACHS BANK USA, as Term Loan Agent, FIVE BELOW, INC. and The Subsidiaries of Five Below, Inc....
Subordination and Intercreditor Agreement • May 24th, 2012 • Five Below, Inc • Retail-variety stores • New York

LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of May 16, 2012 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), among Wells Fargo Bank, National Association, a national banking association, as successor by merger to Wachovia Bank, National Association, Goldman Sachs Bank USA, as agent for the Term Loan Secured Parties referred to herein; Five Below, Inc.; and the Subsidiaries of Five Below, Inc. from time to time party hereto.

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • April 18th, 2012 • Five Below, Inc

THIS AMENDMENT (this “Amendment”), dated September 28, 2011, is made by and between FIVE BELOW, INC. (the “Company”), and DAVID SCHLESSINGER (“Executive”).

GUARANTEE JOINDER AGREEMENT
Guarantee Joinder Agreement • June 13th, 2013 • Five Below, Inc • Retail-variety stores • New York

This GUARANTEE JOINDER AGREEMENT, dated June 12, 2013 (this “Joinder Agreement”) is delivered pursuant to that certain Credit Agreement, dated as of May 16, 2012 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among FIVE BELOW, INC., the Lenders party thereto from time to time and GOLDMAN SACHS BANK USA, as Administrative Agent and Collateral Agent.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 24th, 2012 • Five Below, Inc • Retail-variety stores • Pennsylvania

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of this [—] day of [—], 2010, by and between Five Below, Inc., a Pennsylvania corporation (the “Company”), and [—] (“Indemnitee”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • April 18th, 2012 • Five Below, Inc

THIS AMENDMENT (this “Amendment”), dated September 28, 2011, is made by and between FIVE BELOW, INC. (the “Company”), and THOMAS VELLIOS (“Executive”).

SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
Adoption Agreement • April 18th, 2012 • Five Below, Inc • Pennsylvania

THIS SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is entered into as of September 1, 2010 by and among Five Below, Inc., a Pennsylvania corporation (the “Company”), and the Shareholders (as hereinafter defined). This Agreement shall become effective on the Effective Date (as hereinafter defined).

Five Below, Inc.
Employment Agreement • April 18th, 2012 • Five Below, Inc • Pennsylvania

Reference is made to that certain letter agreement dated June 21, 2005 between you and Five Below, Inc. (the “Company”) regarding your employment (the “2005 Letter Agreement”). In connection with your promotion to the position of Chief Financial Officer and your enhanced responsibilities and performance of same, you and the Company have agreed to certain terms and conditions of your continued employment with the Company. This letter agreement (“Agreement”) memorializes the terms and conditions agreed to and shall become effective upon the date you and the Company have each executed this Agreement (the “Effective Date”) and shall supersede and replace the 2005 Letter Agreement in its entirety. The terms and conditions of your continued employment with the Company following the Effective Date shall be as follows:

Five Below, Inc.
Employment Agreement • June 12th, 2014 • Five Below, Inc • Retail-variety stores • Pennsylvania

On behalf of Five Below, Inc. (the “Company”), I am proud to extend you an offer to join our firm as our Chief Administrative Officer. In that position you will be an integral part of our senior management team. This letter agreement (“Agreement”) memorializes the terms and conditions agreed to and shall become effective upon your start date with the Company which is anticipated to be August 4, 2014 (the “Effective Date”), which shall be as soon as administratively feasible after expiration of the 90 day notice period with your current employer (or upon current employer’s consent to terminate the required notice period earlier). The terms and conditions of your employment with the Company following the Effective Date shall be as follows:

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
Second Amended and Restated Shareholders Agreement • April 18th, 2012 • Five Below, Inc • Pennsylvania

THIS SECOND AMENDMENT, dated November 22, 2011 (this “Amendment”), to the Second Amended and Restated Shareholders Agreement of Five Below, Inc., dated September 1, 2010 (the “Original Shareholders Agreement”), as amended by the First Amendment to Shareholders Agreement, dated October 14, 2010 (the “First Amendment” and together with the Original Shareholders Agreement, the “Amended Shareholders Agreement”), is made by and among Five Below, Inc., a Pennsylvania corporation (the “Company”), and the undersigned shareholders of the Company (the “Consenting Shareholders”).

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