WAYFAIR INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 12, 2023 3.50% Convertible Senior Notes due 2028Indenture • May 12th, 2023 • Wayfair Inc. • Retail-catalog & mail-order houses • New York
INDENTURE dated as of May 12, 2023 between WAYFAIR INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Michael Fleisher Telephone No.: (617) 205-7939 Email: mfleisher@wayfair.com From: JPMorgan Chase Bank, National Association, New York Branch Re: Additional Call Option...Wayfair Inc. • August 19th, 2019 • Retail-catalog & mail-order houses
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, New York Branch (“Dealer”) and Wayfair Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • January 8th, 2018 • Wayfair Inc. • Retail-catalog & mail-order houses • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 2018 by and between Wayfair 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.
CREDIT AGREEMENT, dated as of February 22, 2017 amongCredit Agreement • February 28th, 2017 • Wayfair Inc. • Retail-catalog & mail-order houses • New York
CREDIT AGREEMENT, dated as of February 22, 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), by and among WAYFAIR LLC, a limited liability company organized under the laws of the State of Delaware (the “Borrower”), WAYFAIR INC., a corporation organized under the laws of the State of Delaware (the “Parent”), each lender from time to time party hereto (each a “Lender” and collectively, the “Lenders”), and CITIBANK, N.A. (“Citibank”), as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer.
To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Kate Gulliver Telephone No.: Email: From: Citibank, N.A. Re: Base Call Option Transaction Date: May 9, 2023Letter Agreement • May 12th, 2023 • Wayfair Inc. • Retail-catalog & mail-order houses
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Citibank, N.A. (“Dealer”) and Wayfair Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
WAYFAIR INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 15th, 2014 • Wayfair Inc. • Delaware
This Indemnification Agreement (this “Agreement”) is effective as of , 20 by and between Wayfair Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 21, 2019, by and amongCredit Agreement • February 22nd, 2019 • Wayfair Inc. • Retail-catalog & mail-order houses
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 21, 2019 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), by and among WAYFAIR LLC, a limited liability company organized under the laws of the State of Delaware (the “Borrower”), WAYFAIR INC., a corporation organized under the laws of the State of Delaware (the “Parent”), each other Loan Party from time to time party hereto, each lender from time to time party hereto (each a “Lender” and collectively, the “Lenders”), CITIBANK, N.A. (“Citibank”), as the administrative agent for the Lenders (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer, and each other L/C Issuer from time to time party hereto.
To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Michael Fleisher Telephone No.: (617) 205-7939 Email: mfleisher@wayfair.com From: JPMorgan Chase Bank, National Association, New York Branch Re: Base Call Option...Wayfair Inc. • August 19th, 2019 • Retail-catalog & mail-order houses
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, New York Branch (“Dealer”) and Wayfair Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
WAYFAIR INC. INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 15th, 2014 • Wayfair Inc. • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (“Agreement”) is made as of , 2014, by and among Wayfair Inc., a Delaware corporation (“Wayfair” or the “Company”), each of the investors listed on Schedule A hereto (together with any investors or transferees who become parties hereto as “Investors” pursuant to Sections 6.1 below, the “Investors”).
Wayfair Inc. $500,000,000 1.125% Convertible Senior Notes due 2024 Purchase AgreementPurchase Agreement • November 19th, 2018 • Wayfair Inc. • Retail-catalog & mail-order houses • New York
Wayfair Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”), for whom Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC (the “Representatives”) are acting as representatives, $500,000,000 aggregate principal amount of its 1.125% Convertible Senior Notes due 2024 (the “Firm Securities”), and, at the option of the Purchasers, up to an additional $75,000,000 aggregate principal amount of its 1.125% Convertible Senior Notes due 2024 (the “Option Securities”) if and to the extent that the Purchasers shall exercise the option to purchase such Option Securities granted to the Purchasers in Section 2 hereof. The Firm Securities and the Option Securities are herein referred to collectively as the “Securities.” The Securities will be convertible into cash, shares of Class A common stock, par value $0.001 per share, of th
Wayfair Inc. Class A Common Stock (par value $0.001 per share) Underwriting AgreementUnderwriting Agreement • September 19th, 2014 • Wayfair Inc. • Retail-catalog & mail-order houses • New York
Wayfair Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions in this underwriting agreement (the “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares of Class A Common Stock, par value $[0.001] per share (the “Class A Common Stock”), of the Company, and the stockholders of the Company named in Schedule IV hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell, severally and not jointly, to the Underwriters an aggregate of shares of Class A Common Stock of the Company and, at the election of the Underwriters, up to additional shares of Class A Common Stock of the Company. The aggregate of shares of Class A Common Stock to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of up to additional shares of Class A Common Stock to be sold by the Company and the Selling Stockholders at
Wayfair Inc. $600,000,000 3.50% Convertible Senior Notes due 2028 Purchase AgreementPurchase Agreement • May 12th, 2023 • Wayfair Inc. • Retail-catalog & mail-order houses
Wayfair Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”), for whom Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC (the “Representatives”) are acting as representatives, $600,000,000 aggregate principal amount of its 3.50% Convertible Senior Notes due 2028 (the “Firm Securities”), and, at the option of the Purchasers, up to an additional $90,000,000 aggregate principal amount of its 3.50% Convertible Senior Notes due 2028 (the “Option Securities”) if and to the extent that the Purchasers shall exercise the option to purchase such Option Securities granted to the Purchasers in Section 2 hereof. The Firm Securities and the Option Securities are herein referred to collectively as the “Securities.” The Securities will be convertible into cash, shares of Class A common stock, par value $0.001 per share, of the
LOAN AGREEMENTLoan Agreement • February 29th, 2016 • Wayfair Inc. • Retail-catalog & mail-order houses • Massachusetts
This Agreement dated as of October 29, 2012, is between Bank of America, NA (the “Bank”) and WAYFAIR LLC. Delaware limited liability company, (the “Borrower”).
COPLEY PLACE BOSTON, MASSACHUSETTS OFFICE LEASE Between COPLEY PLACE ASSOCIATES, LLC as Landlord and WAYFAIR LLC, as Tenant DATED April 18, 2013 FROM THE OFFICE OF: Goulston & Storrs, P.C. 400 Atlantic Avenue Boston, Massachusetts 02110-3333Office Lease • August 15th, 2014 • Wayfair Inc. • Massachusetts
THIS INSTRUMENT is an Agreement of Lease in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in the Office Section of Copley Place (hereinafter referred to as the “Office Section”) located at 100 Huntington Avenue, Boston, Suffolk County, Massachusetts (the project known as Copley Place, including without limitation the hotel portions thereof, plazas, pedestrian bridges, service areas and all other common areas, together with all present and future easements, additions, improvements, air rights and other rights appurtenant thereto, is hereinafter referred to as the “Property”), subject to the covenants, terms, provisions and conditions of this Lease. The “Office Section” means the seven (7) levels of office area in four so-called “Towers” (denoted, respectively, as “One Copley Place”, “Two Copley Place”, “Three Copley Place” and “Four Copley Place” or as “Tower 1”, “Tower II”, “Tower Ill” and “Tower IV”, respectively), containing approxima
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF WAYFAIR LLC (F/K/A CSN STORES LLC) DATED AS OF MARCH 5, 2014Limited Liability Company Operating Agreement • July 15th, 2014 • Wayfair Inc. • Retail-catalog & mail-order houses • Delaware
This Fourth Amended And Restated Limited Liability Company Operating Agreement of WAYFAIR LLC (f/k/a CSN STORES LLC) (the “Company”) is dated as of March 5, 2014, among the Persons whose names and addresses are listed on Exhibit A attached hereto and certain other Persons from time to time party hereto (the “Members”).
ContractDeferred Units Agreement • August 15th, 2014 • Wayfair Inc. • Delaware
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
AGREEMENT OF LEASE between DISTRIBUTION I PATENT TENANT LLC, a Delaware limited liability company, Landlord and WAYFAIR LLC, a Delaware limited liability company, TenantAgreement of Lease • August 15th, 2014 • Wayfair Inc.
THIS LEASE (this “Lease”) is made and dated as of the 31st day of December, 2013 by and between DISTRIBUTION I PATENT TENANT LLC, a Delaware limited liability company, having an address c/o Interventure Advisors LP, 810 Seventh Avenue, Suite 3601, New York, New York 10019 (“Landlord”) and WAYFAIR LLC, a Delaware limited liability company, having an office at (“Tenant”).
To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Michael Fleisher Telephone No.: Email: From: Citibank, N.A. Re: Base Call Option Transaction Date: September 8, 2022Letter Agreement • September 14th, 2022 • Wayfair Inc. • Retail-catalog & mail-order houses
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Citibank, N.A. (“Dealer”) and Wayfair Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
May 6, 2014 [Employee Address] Dear [Employee]:Wayfair Inc. • August 15th, 2014
On behalf of Wayfair LLC (the “Company”), I am pleased to offer your continued employment as the Company’s [Title] on the terms and conditions set forth below in our agreement (the “Agreement”). You agree that this Agreement amends and restates, in its entirely, the employment agreement between you and the Company, dated June 21, 2011.
To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Michael Fleisher Telephone No.: (617) 205-7939 Email: mfleisher@wayfair.com From: Citibank, N.A. Re: Base Call Option Transaction Date: September 11, 2017Wayfair Inc. • September 15th, 2017 • Retail-catalog & mail-order houses
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Citibank, N.A. (“Dealer”) and Wayfair Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
AMENDMENT NO. 4 TO LOAN AGREEMENTLoan Agreement • August 4th, 2016 • Wayfair Inc. • Retail-catalog & mail-order houses
AMENDMENT NO. 4Wayfair Inc. • February 25th, 2019 • Retail-catalog & mail-order houses
This AMENDMENT NO. 4 (this “Amendment No. 4”) dated as of December 20, 2018, by and among WAYFAIR LLC, a limited liability company organized under the laws of the State of Delaware (the “Borrower”); WAYFAIR INC., a corporation organized under the laws of the State of Delaware (the “Parent”); CITIBANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer, Silicon Valley Bank, in its capacity as L/C Issuer and the lenders party hereto, is entered into in connection with the Credit Agreement, dated as of February 22, 2017 (as amended by that certain Amendment No. 1 dated as of September 11, 2017, that certain Amendment No. 2 dated as of April 12, 2018, that certain Amendment No. 3 dated as of December 7, 2018 and as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among the Borrower, the Parent, the lenders party thereto, the Swing Line Lender, th
TENTH AMENDMENT TO LEASELease • October 31st, 2019 • Wayfair Inc. • Retail-catalog & mail-order houses
THIS TENTH AMENDMENT TO LEASE (“Tenth Amendment”) is made and entered into as of the 10th day of October, 2019 by and between COPLEY PLACE ASSOCIATES, LLC, a Delaware limited liability company (the “Landlord”), and WAYFAIR LLC, a Delaware limited liability company (the “Tenant”).
AMENDMENT NO. 3Wayfair Inc. • February 25th, 2019 • Retail-catalog & mail-order houses
This AMENDMENT NO. 3 (this “Amendment No. 3”) dated as of December 7, 2018, by and among WAYFAIR LLC, a limited liability company organized under the laws of the State of Delaware (the “Borrower”); WAYFAIR INC., a corporation organized under the laws of the State of Delaware (the “Parent”); CITIBANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer, Silicon Valley Bank, in its capacity as L/C Issuer and the lenders party hereto, is entered into in connection with the Credit Agreement, dated as of February 22, 2017 (as amended by that certain Amendment No. 1 dated as of September 11, 2017, that certain Amendment No. 2 dated as of April 12, 2018 and as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among the Borrower, the Parent, the lenders party thereto, the Swing Line Lender, the L/C Issuer and the Administrative Agent.
WAYFAIR INTERNATIONAL ASSIGNMENT AGREEMENT, DATED APRIL 1, 2015, BETWEEN THE COMPANY AND JOHN MULLIKENWayfair International Assignment Agreement • May 14th, 2015 • Wayfair Inc. • Retail-catalog & mail-order houses • Massachusetts
SEVENTH AMENDMENT TO LEASELease • November 2nd, 2017 • Wayfair Inc. • Retail-catalog & mail-order houses
THIS SEVENTH AMENDMENT TO LEASE (“Seventh Amendment”) is made and entered into as of the 14th day of August, 2017 by and between COPLEY PLACE ASSOCIATES, LLC, a Delaware limited liability company (the “Landlord”), and WAYFAIR LLC, a Delaware limited liability company (the “Tenant”).
WAYFAIR INC. INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 19th, 2015 • Wayfair Inc. • Retail-catalog & mail-order houses • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (“Agreement”) is made as of August 15, 2014, by and among Wayfair Inc., a Delaware corporation (“Wayfair” or the “Company”), each of the investors listed on Schedule A hereto (together with any investors or transferees who become parties hereto as “Investors” pursuant to Sections 6.1 below, the “Investors”).
FIFTH AMENDMENT TO LEASELease • November 8th, 2016 • Wayfair Inc. • Retail-catalog & mail-order houses
THIS FIFTH AMENDMENT TO LEASE (“Fifth Amendment”) is made and entered into as of the 29th day of July, 2016 by and between COPLEY PLACE ASSOCIATES, LLC, a Delaware limited liability company (the “Landlord”), and WAYFAIR LLC, a Delaware limited liability company (the “Tenant”).
Wayfair Inc. $1,320,000,000 0.625% Convertible Senior Notes due 2025 Purchase AgreementPurchase Agreement • August 17th, 2020 • Wayfair Inc. • Retail-catalog & mail-order houses • New York
Wayfair Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”), for whom Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC (the “Representatives”) are acting as representatives, $1,320,000,000 aggregate principal amount of its 0.625% Convertible Senior Notes due 2025 (the “Firm Securities”), and, at the option of the Purchasers, up to an additional $198,000,000 aggregate principal amount of its 0.625% Convertible Senior Notes due 2025 (the “Option Securities”) if and to the extent that the Purchasers shall exercise the option to purchase such Option Securities granted to the Purchasers in Section 2 hereof. The Firm Securities and the Option Securities are herein referred to collectively as the “Securities.” The Securities will be convertible into cash, shares of Class A common stock, par value $0.001 per share, of
AMENDMENT NO. 2Wayfair Inc. • April 13th, 2018 • Retail-catalog & mail-order houses
This AMENDMENT NO. 2 (this “Amendment No. 2”) dated as of April 12, 2018, by and among WAYFAIR LLC, a limited liability company organized under the laws of the State of Delaware (the “Borrower”); WAYFAIR INC., a corporation organized under the laws of the State of Delaware (the “Parent”); CITIBANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer, and the lenders party hereto, is entered into in connection with the Credit Agreement, dated as of February 22, 2017 (as amended by that certain Amendment No. 1 dated as of September 11, 2017, and as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among the Borrower, the Parent, the lenders party thereto, the Swing Line Lender, the L/C Issuer and the Administrative Agent.
ELEVENTH AMENDMENT TO LEASELease • May 5th, 2020 • Wayfair Inc. • Retail-catalog & mail-order houses
THIS ELEVENTH AMENDMENT TO LEASE (“Eleventh Amendment”) is made and entered into as of the 11th day of March, 2020 by and between COPLEY PLACE ASSOCIATES, LLC, a Delaware limited liability company (the “Landlord”), and WAYFAIR LLC, a Delaware limited liability company (the “Tenant”).
COPLEY PLACE BOSTON, MASSACHUSETTS OFFICE LEASE Between COPLEY PLACE ASSOCIATES, LLC as Landlord and WAYFAIR LLC, as Tenant DATED April 18, 2013 FROM THE OFFICE OF: Goulston & Storrs, P.C. Boston, Massachusetts 02110-3333Lease • February 29th, 2016 • Wayfair Inc. • Retail-catalog & mail-order houses • Massachusetts
SIXTH AMENDMENT TO LEASELease • May 9th, 2017 • Wayfair Inc. • Retail-catalog & mail-order houses
THIS SIXTH AMENDMENT TO LEASE (“Sixth Amendment”) is made and entered into as of the 22 day of February, 2017 by and between COPLEY PLACE ASSOCIATES, LLC, a Delaware limited liability company (the “Landlord”), and WAYFAIR LLC, a Delaware limited liability company (the “Tenant”).
COPLEY PLACE ASSOCIATES, LLC TWO COPLEY PLACE, SUITE 100 BOSTON, MASSACHUSETTS 02116 July 28, 2016Wayfair Inc. • November 8th, 2016 • Retail-catalog & mail-order houses
You are the “Tenant” and Copley Place Associates, LLC is the “Landlord” of Premises under that certain lease of space in the Building dated April 13, 2013 (“Original Lease”). The Original Lease has been amended by a First Amendment to Lease dated as of February 11, 2014, a Second Amendment to Lease dated as of October 24, 2014, a Third Amendment to Lease dated as of October 8, 2015 (“Third Amendment”) and a Fourth Amendment to Lease dated February 3, 2016 (the Original Lease as so amended is referred to herein as the “Lease”). Terms not defined herein shall have the meaning ascribed thereto in the Lease.
AMENDMENT NO. 1Wayfair Inc. • November 3rd, 2020 • Retail-catalog & mail-order houses
This AMENDMENT NO. 1 (this “Amendment No. 1”) dated as of August 21, 2020, by and among WAYFAIR LLC, a limited liability company organized under the laws of the State of Delaware (the “Borrower”); WAYFAIR INC., a corporation organized under the laws of the State of Delaware (the “Parent”); CITIBANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer, Silicon Valley Bank, in its capacity as L/C Issuer and the lenders party hereto, is entered into in connection with the Amended and Restated Credit Agreement, dated as of February 21, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among the Borrower, the Parent, each other Loan Party party thereto, the lenders party thereto, the Swing Line Lender, the L/C Issuer and the Administrative Agent.
