Canada Goose Holdings Inc. Sample Contracts

Canada Goose Holdings Inc. Subordinate Voting Shares Underwriting Agreement
Underwriting Agreement • November 29th, 2018 • Canada Goose Holdings Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

The shareholders named in Schedule II hereto (the “Selling Shareholders”) of Canada Goose Holdings Inc., a British Columbia corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters,” which term shall also include any underwriter substituted as hereafter provided in Section 10 hereof, and to the extent there is only a single underwriter, the term “Underwriters” shall be deemed to refer to the single underwriter mutatis mutandis) an aggregate of 10,000,000 subordinate voting shares (“Shares”) of the Company.

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CREDIT AGREEMENT Dated as of December 2, 2016 By and among CANADA GOOSE HOLDINGS INC., as Holdings, CANADA GOOSE INC., as the Borrower, The several Lenders from time to time parties hereto, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as the...
Intercreditor Agreement • December 21st, 2017 • Canada Goose Holdings Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

THIS GUARANTEE, dated as of December 2, 2016 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Guarantee”), is made by each of the signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 20 hereof (collectively, the “Guarantors” and, each, individually, a “Guarantor”), in favor of the Collateral Agent for the benefit of the Secured Parties.

EMPLOYMENT AGREEMENT
Employment Agreement • December 21st, 2017 • Canada Goose Holdings Inc. • Apparel & other finishd prods of fabrics & similar matl • Ontario

This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 9th day of December 2013 by and between Canada Goose Products Inc. (the “Company”) and Dani Reiss (the “Executive”), and effective as of the Closing Date (as such term is defined in the Asset Purchase Agreement even-dated herewith by and among the Company, Canada Goose Inc. and the Executive (as amended through the date hereof, the “Purchase Agreement”)). The Closing Date is referred to in this Agreement as the “Effective Date”. This Agreement is expressly conditioned upon the occurrence of the Closing (as such term is defined in the Purchase Agreement); should the Closing not occur, this Agreement shall be void and of no force or effect.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 21st, 2017 • Canada Goose Holdings Inc. • Apparel & other finishd prods of fabrics & similar matl • British Columbia

Canada Goose Holdings Inc., a company incorporated under the laws of British Columbia and having its registered office at Suite 1700, Park Place, 666 Burrard Street, Vancouver, B.C., V6C 2X8;

THIRD LEASE EXPANSION AND AMENDING AGREEMENT
Third Lease Expansion and Amending Agreement • December 21st, 2017 • Canada Goose Holdings Inc. • Apparel & other finishd prods of fabrics & similar matl
FIFTH LEASE EXPANSION AND AMENDING AGREEMENT
Fifth Lease Expansion and Amending Agreement • December 21st, 2017 • Canada Goose Holdings Inc. • Apparel & other finishd prods of fabrics & similar matl
LEASE EXPANSION AND AMENDING AGREEMENT
Lease Expansion and Amending Agreement • December 21st, 2017 • Canada Goose Holdings Inc. • Apparel & other finishd prods of fabrics & similar matl
FOURTH LEASE EXPANSION AND AMENDING AGREEMENT
Fourth Lease Expansion and Amending Agreement • December 21st, 2017 • Canada Goose Holdings Inc. • Apparel & other finishd prods of fabrics & similar matl
THE PREMISES 3 TERM 4 OVERHOLDING BY TENANT 6 TENANT INDUCEMENT 6 RENTAL 7 PROPORTIONATE SHARE 8 ADDITIONAL RENT 8 TENANTS COVENANTS 12 LANDLORD’S COVENANTS 16 ASSIGNMENT OF LEASE 17 HAZARDOUS SUBSTANCES 18 DAMAGE TO OR DESTRUCTION OF PREMISES 20...
Canada Goose Holdings Inc. • December 21st, 2017 • Apparel & other finishd prods of fabrics & similar matl • Ontario

WITNESSETH that in consideration of the rents and terms hereinafter reserved and contained the Landlord and Tenant covenant and agree as follows:

CREDIT AGREEMENT Dated as of December 2, 2016 By and among CANADA GOOSE HOLDINGS INC., as Holdings, CANADA GOOSE INC., as the Borrower, The several Lenders from time to time parties hereto, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as the...
Credit Agreement • May 18th, 2023 • Canada Goose Holdings Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

CREDIT AGREEMENT, dated as of December 2, 2016, by and among CANADA GOOSE HOLDINGS INC., a corporation existing under the laws of British Columbia (“Holdings”), CANADA GOOSE INC., a corporation existing under the laws of Ontario (the “Borrower”), the lending institutions from time to time parties hereto as lenders (each, a “Lender” and, collectively, the “Lenders”), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as the Administrative Agent, the Collateral Agent and a Lender (such terms and each other capitalized term used but not defined in this preamble or the recitals below having the meaning provided in Section 1.1).

October 21, 2010 PRIVATE AND CONFIDENTIAL Paul Riddlestone Dear Paul,
Canada Goose Holdings Inc. • December 21st, 2017 • Apparel & other finishd prods of fabrics & similar matl • Ontario

This offer letter serves to set out the terms and conditions attaching to your offer of full-time employment with Canada Goose Inc. (Referred to as CG throughout this document).

LEASE EXPANSION AND AMENDING AGREEMENT
Lease Expansion and Amending Agreement • December 21st, 2017 • Canada Goose Holdings Inc. • Apparel & other finishd prods of fabrics & similar matl
SETTLEMENT AGREEMENT
Settlement Agreement • December 21st, 2017 • Canada Goose Holdings Inc. • Apparel & other finishd prods of fabrics & similar matl • Ontario

AND WHEREAS the Executive participates in Holdings’ Stock Option Plan (the “Plan”) and has entered into an option agreement, as amended from time to time, in connection with the Plan (the “Option Agreement”);

REFINANCING AMENDMENT AND FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • October 9th, 2020 • Canada Goose Holdings Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

REFINANCING AMENDMENT AND FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of October 7, 2020 (this “Agreement”), by and among the 2020 Refinancing Term Lender listed on the signature pages hereto, the 2020 New Term Loan Lender listed on the signature pages hereto, Canada Goose Inc., a corporation existing under the laws of Ontario (the “Borrower”), Canada Goose Holdings Inc., a corporation existing under the laws of British Columbia (“Holdings”), and Credit Suisse AG, Cayman Island Branch, as the Administrative Agent (in such capacity, the “Administrative Agent”) and the Collateral Agent (in such capacity, the “Collateral Agent”).

SET-OFF AND CANCELLATION AGREEMENT
Set-Off and Cancellation Agreement • December 21st, 2017 • Canada Goose Holdings Inc. • Apparel & other finishd prods of fabrics & similar matl • British Columbia
SHARE REDEMPTION AGREEMENT
Share Redemption Agreement • December 21st, 2017 • Canada Goose Holdings Inc. • Apparel & other finishd prods of fabrics & similar matl • British Columbia
FORM OF OPTION AGREEMENT
Option Agreement • August 10th, 2017 • Canada Goose Holdings Inc. • Apparel & other finishd prods of fabrics & similar matl • Ontario

This option agreement (this "Option Agreement") evidences an award of Options granted by Canada Goose Holdings Inc. (the "Corporation") to the undersigned (the "Participant") pursuant to and subject to the terms and conditions of the Canada Goose Holdings Inc. Omnibus Incentive Plan (the "Plan"), which is incorporated herein by reference and forms an integral part of this Option Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Plan. Certain provisions of the Plan are reproduced or summarized herein for your convenience; however, this Option Agreement is not comprehensive.

MANAGEMENT AGREEMENT
Management Agreement • December 21st, 2017 • Canada Goose Holdings Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

This Management Agreement (this “Agreement”) is entered into as of December 9, 2013, by and among Canada Goose Holdings Inc., a British Columbia corporation (“Can Holdco”), Canada Goose Products Inc., a British Columbia corporation (“Opco”, and together with Can Holdco, (the “Companies”) and Bain Capital Partners, LLC (“Bain” or the “Manager”).

LIMITED RECOURSE SECURITIES PLEDGE AGREEMENT
Securities Pledge Agreement • December 21st, 2017 • Canada Goose Holdings Inc. • Apparel & other finishd prods of fabrics & similar matl • Ontario

Limited recourse securities pledge agreement (as amended, modified, supplemented, restated or replaced from time to time, this “Agreement”) dated as of December 2, 2016 made by DTR LLC, a limited liability company existing under the laws of Delaware (together with its successors and permitted assigns, the “Pledgor”) to and in favour of Canada Goose Holdings Inc. (together with its successors and assigns, the “Lender”).

Contract
Term Loan Credit Agreement • December 21st, 2017 • Canada Goose Holdings Inc. • Apparel & other finishd prods of fabrics & similar matl • Ontario

THIS PROMISSORY NOTE IS SUBJECT TO THE RESPECTIVE SECURITY INTERESTS GRANTED BY THE LENDER (AS HEREINAFTER DEFINED) TO (I) THE COLLATERAL AGENT UNDER, AND AS DEFINED IN, THE CREDIT AGREEMENT, DATED AS OF DECEMBER 2, 2016 (AS AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “TERM LOAN CREDIT AGREEMENT”), AMONG CANADA GOOSE INC. (“CGI”), THE LENDER, THE LENDING INSTITUTIONS FROM TIME TO TIME PARTY THERETO AND CREDIT SUISSE AG. CAYMAN ISLANDS BRANCH, AS THE ADMINISTRATIVE AGENT (AS DEFINED THEREIN) AND THE COLLATERAL AGENT, PURSUANT TO THE SECURITY DOCUMENTS ENTERED INTO IN CONNECTION WITH, AND AS DEFINED IN, THE TERM LOAN CREDIT AGREEMENT TO WHICH THE LENDER IS A PARTY, AND (II) THE ADMINISTRATIVE AGENT UNDER, AND AS DEFINED IN, THE CREDIT AGREEMENT, DATED AS OF JUNE 3, 2016 (AS AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “ABL CREDIT AGREEMENT”), AMONG CGI, THE LENDER, CANADA GOOSE IN

CANADA GOOSE HOLDINGS INC. - and- BRENT (BC) PARTICIPATION S.À R.L. - and- DTR LLC - and- COMPUTERSHARE TRUST COMPANY OF CANADA COATTAIL AGREEMENT
Coattail Agreement • March 1st, 2017 • Canada Goose Holdings Inc. • Apparel & other finishd prods of fabrics & similar matl • Ontario
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CANADA GOOSE HOLDINGS INC. FORM OF OPTION AGREEMENT
Option Agreement • March 1st, 2017 • Canada Goose Holdings Inc. • Apparel & other finishd prods of fabrics & similar matl • Ontario

This option agreement (this “Option Agreement”) evidences an award of Options granted by Canada Goose Holdings Inc. (the “Corporation”) to the undersigned (the “Participant”) pursuant to and subject to the terms and conditions of the Canada Goose Holdings Inc. Omnibus Incentive Plan (the “Plan”), which is incorporated herein by reference and forms an integral part of this Option Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Plan. Certain provisions of the Plan are reproduced or summarized herein for your convenience; however, this Option Agreement is not comprehensive.

THIS AMENDING AGREEMENT (this “Amending Agreement”) made as of the 24th day of February, 2020
Amending Agreement • February 28th, 2020 • Canada Goose Holdings Inc. • Apparel & other finishd prods of fabrics & similar matl • Ontario

WHEREAS Holdings, the Borrowers, the Administrative Agent and the Lenders entered into an amended and restated credit agreement dated as of May 10, 2019 (the “Credit Agreement”);

THIS THIRD AMENDING AGREEMENT (this "Amending Agreement") made as of the 15th day of August, 2017
Third Amending Agreement • August 21st, 2017 • Canada Goose Holdings Inc. • Apparel & other finishd prods of fabrics & similar matl • Ontario

WHEREAS Holdings, the Borrowers, the Administrative Agent and the Lenders entered into a credit agreement dated as of June 3, 2016, as amended on December 2, 2016 and January 26, 2017 (the "Credit Agreement");

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 21st, 2017 • Canada Goose Holdings Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of August 15, 2017 is among CANADA GOOSE HOLDINGS INC., a corporation existing under the laws of British Columbia (“Holdings”), CANADA GOOSE INC., a corporation existing under the laws of Ontario (the “Borrower”), the subsidiaries of the Borrower listed on the signature pages hereto, the lenders listed on the signature pages hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”).

Canada Goose International AG (hereinafter the Company) Gotthardstrasse 26, 6300 Zug, Switzerland And Daniel Reiss (hereinafter DR)
S Agreement • January 13th, 2017 • Canada Goose Holdings Inc. • Apparel & other finishd prods of fabrics & similar matl

Subject to the Articles of Association and the Board Regulations of the Company, the Company and DR wish to set forth the rights and obligations of DR in relation to the appointment of DR as a member of the board of directors of the Company (the Board) in this board director’s agreement (the Agreement).

FIFTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 13th, 2021 • Canada Goose Holdings Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

This FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of April 8, 2021 is among CANADA GOOSE HOLDINGS INC., a corporation existing under the laws of British Columbia (“Holdings”), CANADA GOOSE INC., a corporation existing under the laws of Ontario (the “Borrower”), the subsidiaries of the Borrower listed on the signature pages hereto, the lenders listed on the signature pages hereto (the “Lenders”) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”).

INVESTOR RIGHTS AGREEMENT BY AND AMONG CANADA GOOSE HOLDINGS INC. AND CERTAIN SHAREHOLDERS DATED AS OF MARCH 6, 2017
Investor Rights Agreement • March 10th, 2017 • Canada Goose Holdings Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

This INVESTOR RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of March 6, 2017 is made by and among:

CANADA GOOSE HOLDINGS INC. - and- BRENT (BC) PARTICIPATION S.À R.L. - and- DTR LLC - and- DTR (CG) LIMITED PARTNERSHIP - and- DTR (CG) II LIMITED PARTNERSHIP - and- COMPUTERSHARE TRUST COMPANY OF CANADA COATTAIL AGREEMENT March 21, 2017
Agreement • December 20th, 2017 • Canada Goose Holdings Inc. • Apparel & other finishd prods of fabrics & similar matl • Ontario

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada, as trustee for the benefit of the SVS Holders (as defined below)

Canada Goose International AG (hereinafter the Company) Gotthardstrasse 26, 6300 Zug, Switzerland And Daniel Reiss (hereinafter DR)
S Agreement • December 21st, 2017 • Canada Goose Holdings Inc. • Apparel & other finishd prods of fabrics & similar matl

Subject to the Articles of Association and the Board Regulations of the Company, the Company and DR wish to set forth the rights and obligations of DR in relation to the appointment of DR as a member of the board of directors of the Company (the Board) in this board director’s agreement (the Agreement).

February 6, 2018 PRIVATE AND CONFIDENTIAL
Private and Confidential • May 29th, 2019 • Canada Goose Holdings Inc. • Apparel & other finishd prods of fabrics & similar matl • Ontario

We are pleased to offer you the position of Executive Vice President, Chief Financial Officer of Canada Goose Inc. and Canada Goose Holdings Inc. (“CG” or the “Company”) effective on a date to be mutually agreed upon (“Start Date”), in accordance with the terms and conditions set out in this letter of agreement (the “Agreement”). It is understood that you will start as soon as reasonably possible after you are released from your existing employer. In this role, you will report to the President & Chief Executive Officer. In addition, you will be appointed as a corporate officer of CG.

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