Blue Apron Holdings, Inc. Class A Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • June 17th, 2021 • Blue Apron Holdings, Inc. • Retail-catalog & mail-order houses • New York
Blue Apron 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 Underwriters named in Schedule I hereto (the “Underwriters”), for whom Canaccord Genuity LLC is acting as representative (the “Representative”), an aggregate of 4,706,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 705,900 additional shares (the “Optional Shares”) of Class A Common Stock, par value $0.0001 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”). If the firm or firms listed in Schedule I hereto include only the Representative, then the terms “Underwriters” and “Representative” as used herein shall each be deemed to refer to the Representative, and the term “Underwriters” shall mean either the singular or the plural, as the context r
FINANCING AGREEMENT Dated as of October 16, 2020 by and among BLUE APRON, LLC, as Borrower, BLUE APRON HOLDINGS, INC., as Parent, THE PARENT AND EACH SUBSIDIARY OF THE PARENT LISTED AS A SUBSIDIARY GUARANTOR ON THE SIGNATURE PAGES HERETO, as...Financing Agreement • October 19th, 2020 • Blue Apron Holdings, Inc. • Retail-catalog & mail-order houses
Financing Agreement, dated as of October 16, 2020 by and among BLUE APRON, LLC, a Delaware limited liability company (the “Borrower”), BLUE APRON HOLDINGS, INC, a Delaware corporation (the “Parent”), each subsidiary of the Parent listed as a “Subsidiary Guarantor” on the signature pages hereto (together with the Parent and each other Person that executes a joinder agreement and becomes a “Guarantor” hereunder, each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), Blue Torch Finance LLC, a Delaware limited liability company (“Blue Torch”), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”), and Blue Torch, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and
BLUE APRON HOLDINGS, INC. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • February 10th, 2023 • Blue Apron Holdings, Inc. • Retail-catalog & mail-order houses • New York
Blue Apron Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Canaccord Genuity LLC (“Canaccord”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 12th, 2023 • Blue Apron Holdings, Inc. • Retail-catalog & mail-order houses • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 9, 2023, by and between Blue Apron Holdings, Inc., a Delaware corporation (the “Company”), and FreshRealm, Inc., a Delaware corporation (the “Purchaser”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Asset Purchase Agreement or the Warrant (each as defined below).
REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of August 26, 2016 among BLUE APRON, INC., as the Company, the other OBLIGORS party hereto, the LENDERS and ISSUING BANKS party hereto and MORGAN STANLEY SENIOR FUNDING, INC., as the Administrative...Pledge and Security Agreement • June 1st, 2017 • Blue Apron Holdings, Inc. • Retail-catalog & mail-order houses • New York
This REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of August 26, 2016, among BLUE APRON, INC., a Delaware corporation, as the company (the “Company”), the ADDITIONAL BORROWERS from time to time party hereto, the GUARANTORS from time to time party hereto, the LENDERS and the ISSUING BANKS from time to time party hereto and MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”).
5 CROSBY STREET INC.,Lease Agreement • June 1st, 2017 • Blue Apron Holdings, Inc. • Retail-catalog & mail-order houses • New York
LEASE (THIS “Lease”) dated as of February 10, 2014 (this “Effective Date”), between 5 CROSBY STREET INC., a New York corporation, having an office at c/o Cape Advisors, Inc. 483 Broadway, 5th Floor, New York, New York 10013, (hereinafter called “Landlord”) and BLUE APRON, INC., a Delaware Corporation, having an office at 324 Maujer Street, Brooklyn, New York 11206 (hereinafter called “Tenant”). The “parties” shall mean Landlord and Tenant.
ContractBlue Apron Holdings, Inc. • February 15th, 2022 • Retail-catalog & mail-order houses • New York
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.
STOCK OPTION GRANT AGREEMENT pursuant to the BLUE APRON HOLDINGS, INC.Stock Option Grant Agreement • June 1st, 2017 • Blue Apron Holdings, Inc. • Retail-catalog & mail-order houses • Delaware
THIS STOCK OPTION GRANT AGREEMENT (the “Grant Agreement”) is made and entered into by and between Blue Apron Holdings, Inc., a Delaware corporation (the “Company”), and the following individual:
AMENDMENT NO. 5 TO REVOLVING CREDIT AND GUARANTY AGREEMENTRevolving Credit and Guaranty Agreement • October 31st, 2019 • Blue Apron Holdings, Inc. • Retail-catalog & mail-order houses • New York
AMENDMENT NO. 5 TO REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of October 25, 2019 (this “Amendment No. 5”), is by and among MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”) on behalf of the lenders from time to time party to the Credit Agreement (individually, each a “Lender” and collectively, “Lenders”), the Lenders and Issuing Banks party hereto, BLUE APRON, LLC (F/K/A BLUE APRON, INC.) a Delaware limited liability company (the “Company” and, together with each other party that is an Additional Borrower pursuant to the Credit Agreement, the “Borrower”) and the other Obligors party hereto.
AMENDMENT NO. 2 TO FINANCING AGREEMENTFinancing Agreement • May 6th, 2021 • Blue Apron Holdings, Inc. • Retail-catalog & mail-order houses • New York
Financing Agreement, dated as of October 16, 2020 (as amended on November 19, 2020 and on May 5, 2021) by and among BLUE APRON, LLC, a Delaware limited liability company (the “Borrower”), BLUE APRON HOLDINGS, INC, a Delaware corporation (the “Parent”), each subsidiary of the Parent listed as a “Subsidiary Guarantor” on the signature pages hereto (together with the Parent and each other Person that executes a joinder agreement and becomes a “Guarantor” hereunder, each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), Blue Torch Finance LLC, a Delaware limited liability company (“Blue Torch”), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”), and Blue Torch, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent” and to
ADVISORY AGREEMENTAdvisory Agreement • February 23rd, 2021 • Blue Apron Holdings, Inc. • Retail-catalog & mail-order houses • New York
This ADVISORY AGREEMENT (this “Agreement”), is made as of December 10, 2020 and shall be effective as of December 31, 2020 (the “Effective Date”), by and among (i) Blue Apron, LLC, a Delaware limited liability company having its principal place of business at 28 Liberty Street, 28th Floor, New York, NY 10005 (the “Company”), (ii) solely with respect to certain provisions hereof, Blue Apron Holdings, Inc., a Delaware corporation having its principal place of business at 28 Liberty Street, 28th Floor, New York, NY 10010 (“Holdings”), and (iii) Timothy S. Bensley (“Advisor”). The Company, Holdings and Advisor are each referred to herein individually as a “Party” and collectively, as applicable, as the “Parties.”
PURCHASE AGREEMENTPurchase Agreement • May 5th, 2022 • Blue Apron Holdings, Inc. • Retail-catalog & mail-order houses • New York
PURCHASE AGREEMENT (this “Agreement”) dated as of April 29, 2022, by and between Blue Apron Holdings, Inc., a Delaware corporation (the “Company”) and RJB Partners LLC, a Delaware limited liability company (the “Purchaser”).
BLUE APRON HOLDINGS, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 4th, 2023 • Blue Apron Holdings, Inc. • Retail-catalog & mail-order houses • Delaware
This grant of RSUs satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 19th, 2017 • Blue Apron Holdings, Inc. • Retail-catalog & mail-order houses • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of [ , ] between Blue Apron Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
BLUE APRON HOLDINGS, INC. RESTRICTED STOCK AWARD AGREEMENT pursuant to the BLUE APRON HOLDINGS, INC. 2012 EQUITY INCENTIVE PLANRestricted Stock Award Agreement • June 1st, 2017 • Blue Apron Holdings, Inc. • Retail-catalog & mail-order houses • New York
This RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made as of [ ], by and between Blue Apron Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (the “Recipient”) pursuant to the terms and conditions of the Blue Apron Holdings, Inc. 2012 Equity Incentive Plan (the “Plan”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Plan. The Recipient agrees to be bound by the terms and conditions of the Plan, which are incorporated herein by reference and which control in the case of a conflict with this Agreement, except as otherwise provided in the Plan.
Up to $70,000,000 Class A Common StockBlue Apron Holdings, Inc. • February 10th, 2023 • Retail-catalog & mail-order houses • New York
We have entered into an Equity Distribution Agreement, or the Distribution Agreement, with Canaccord Genuity LLC, or Canaccord, acting as sales agent, on February 10, 2023, relating to the sale of shares of our Class A common stock, par value $0.0001 per share, offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the Distribution Agreement, under this prospectus supplement, we may offer and sell shares of our Class A common stock having an aggregate offering price of up to $70,000,000 from time to time through Canaccord.
SUBLEASE AGREEMENTSublease Agreement • June 1st, 2017 • Blue Apron Holdings, Inc. • Retail-catalog & mail-order houses • New Jersey
THIS SUBLEASE AGREEMENT (this “Sublease”) is made and entered into as of the 25th day of November, 2015, by and between East Coast Warehouse & Distribution Corp. (“Sublessor”), a New Jersey corporation, and Blue Apron, Inc. (“Sublessee”), a Delaware corporation.
LEASE AGREEMENT (Single Tenant Facility)Lease Agreement • June 1st, 2017 • Blue Apron Holdings, Inc. • Retail-catalog & mail-order houses • California
THIS MEMORANDUM OF LEASE (this “Memorandum”) is made and entered into as of day of , 2016, by and between Gateway 80 Industrial, LLC, a Delaware limited liability company (“Landlord”), and Blue Apron, Inc., a Delaware corporation, as the tenant (“Tenant”).
THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • June 1st, 2017 • Blue Apron Holdings, Inc. • Retail-catalog & mail-order houses • Delaware
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of May 18th, 2015 (the “Effective Date”), by and among Blue Apron, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and collectively referred to as the “Investors,” and each of the individuals listed on Schedule B hereto, each of whom is referred to in this Agreement as a “Key Holder” and collectively referred to as the “Key Holders.”
LEASELease • June 1st, 2017 • Blue Apron Holdings, Inc. • Retail-catalog & mail-order houses • California
This Lease, dated for reference purposes July 15, 2013 is made by and between DREISBACH ENTERPRISES, INC., a California corporation (hereinafter called “Lessor”), and Blue Apron Inc., a Delaware corporation (hereinafter called “Lessee”).
LEASELease • June 1st, 2017 • Blue Apron Holdings, Inc. • Retail-catalog & mail-order houses
THIS LEASE (this “Lease”) is executed this 21st day of March, 2016, by and between DUKE LINDEN, LLC, a Delaware limited liability company (“Landlord”), and BLUE APRON, INC., a Delaware corporation (“Tenant”).
AMENDMENT NO. 1 TO FINANCING AGREEMENTFinancing Agreement • February 23rd, 2021 • Blue Apron Holdings, Inc. • Retail-catalog & mail-order houses • New York
THIS AMENDMENT NO. 1 TO FINANCING AGREEMENT (this “Amendment”), dated as of November 19, 2020, is entered into by and among BLUE APRON, LLC, a Delaware limited liability company (the “Borrower”), BLUE APRON HOLDINGS, INC., a Delaware corporation (the “Parent”), each of the Subsidiary Guarantors (as defined in the Financing Agreement (as defined below)) party hereto (together with the Borrower and the Parent, the “Loan Parties” and each, a “Loan Party”), the Lenders (as defined below) party hereto, and BLUE TORCH FINANCE LLC, a Delaware limited liability company, as collateral agent for the Lenders (in such capacity, “Collateral Agent”) and as administrative agent for the Lenders (in such capacity, the “Administrative Agent” and together with the Collateral Agent, the “Agents” and each, an “Agent”).
BLUE APRON HOLDINGS, INC. PERFORMANCE STOCK UNIT AGREEMENTPerformance Stock Unit Agreement • May 9th, 2022 • Blue Apron Holdings, Inc. • Retail-catalog & mail-order houses • Delaware
This grant of PSUs satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
December 14, 2017 Pablo Cussatti Sparta, NJ 07871 Dear Pablo,Blue Apron Holdings, Inc. • February 22nd, 2018 • Retail-catalog & mail-order houses
This letter agreement and general release (this “Agreement”) confirms our mutual agreement regarding the terms and conditions of your separation from employment with Blue Apron, LLC and each of its parents, subsidiaries and other affiliates, as applicable (collectively, the “Company”). The Company and you are each referred to herein individually as a “Party” and together as the “Parties.” You and the Company agree as follows:
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. WAIVER, CONSENT AND...Note Purchase and Guarantee Agreement • May 4th, 2023 • Blue Apron Holdings, Inc. • Retail-catalog & mail-order houses
WAIVER, CONSENT AND FIRST AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENT AND FIRST AMENDMENT TO SECURITY AND PLEDGE AGREEMENT (this “Agreement”), dated as of March 15, 2023, is entered into by and among BLUE APRON, LLC, a Delaware limited liability company (the “Company”), each Guarantor party hereto (the “Guarantors” and together with the Company (the “Obligors”)), the Purchasers party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as the collateral agent for the holders (in such capacity, the “Collateral Agent”).
AMENDMENT NO. 3 TO REVOLVING CREDIT AND GUARANTY AGREEMENTRevolving Credit and Guaranty Agreement • June 23rd, 2017 • Blue Apron Holdings, Inc. • Retail-catalog & mail-order houses • New York
AMENDMENT NO. 3 TO REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of June 23, 2017 (this “Amendment No. 3”), is by and among MORGAN STANLEY SENIOR FUNDING, INC., as administrative and collateral agent (in such capacities, “Administrative Agent”) on behalf of the lenders from time to time party to the Credit Agreement (individually, each a “Lender” and collectively, “Lenders”), the New Revolving Lender (as defined below), each Issuing Bank, BLUE APRON, LLC (F/K/A BLUE APRON, INC.), a Delaware limited liability company (the “Company” and, together with each other party that is an Additional Borrower pursuant to the Credit Agreement, the “Borrower”) and the other Obligors party hereto.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • September 29th, 2023 • Blue Apron Holdings, Inc. • Retail-catalog & mail-order houses • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of September 28, 2023, is entered into by and among Wonder Group, Inc., a Delaware corporation (“Parent”), Basil Merger Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), solely for purposes of Section 1.1(b) hereof, Blue Apron Holdings, Inc., a Delaware corporation (“Company”), and FreshRealm, Inc., a Delaware corporation (“Holder” and, together with Parent, Purchaser and Company, the “Parties” and, each, a “Party”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDMENT NO. 2 TO PURCHASE AGREEMENTPurchase Agreement • November 7th, 2022 • Blue Apron Holdings, Inc. • Retail-catalog & mail-order houses
THIS AMENDMENT NO. 2 TO PURCHASE AGREEMENT (this “Amendment”) is entered into as of September 7, 2022, by and among Blue Apron Holdings, Inc., a Delaware corporation (the “Company”), RJB Partners LLC, a Delaware limited liability company (the “Purchaser”) and, solely for purposes of being bound by Section 5 of the Purchase Agreement, and solely in his capacity as the Guarantor, Joseph N. Sanberg (the “Guarantor”). Capitalized terms used but not defined in this Amendment shall have the respective meanings ascribed to them in the Purchase Agreement (as defined below).
AMENDMENT NO. 1 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 2022 • Blue Apron Holdings, Inc. • Retail-catalog & mail-order houses
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is entered into as of August 7, 2022, by and between Blue Apron Holdings, Inc., a Delaware corporation (the “Company”), and RJB Partners LLC, a Delaware limited liability company (the “Purchaser”). Capitalized terms used but not defined in this Amendment shall have the respective meanings ascribed to them in the Registration Rights Agreement (as defined below).
BLUE APRON HOLDINGS, INC. STOCK OPTION AGREEMENTStock Option Agreement • June 19th, 2017 • Blue Apron Holdings, Inc. • Retail-catalog & mail-order houses • Delaware
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
BLUE APRON HOLDINGS, INC. PERFORMANCE STOCK UNIT AGREEMENTPerformance Stock Unit Agreement • May 6th, 2021 • Blue Apron Holdings, Inc. • Retail-catalog & mail-order houses • Delaware
This grant of PSUs satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
Blue Apron Employee FAQs Blue Apron’s Agreement to be Acquired by Wonder Group September 29, 2023Blue Apron Holdings, Inc. • September 29th, 2023 • Retail-catalog & mail-order houses
WAIVER AND EXTENSIONWaiver and Extension • August 8th, 2022 • Blue Apron Holdings, Inc. • Retail-catalog & mail-order houses
THIS WAIVER AND EXTENSION is made and entered into as of June 22, 2022 by and between Blue Apron Holdings, Inc. a Delaware corporation (the “Company”) and RJB Partners LLC, a Delaware limited liability company (“Purchaser”).
ContractBlue Apron Holdings, Inc. • September 28th, 2021 • Retail-catalog & mail-order houses • New York
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.
SUBLEASE AGREEMENT AND ASSIGNMENT AND ASSUMPTION AGREEMENT (Richmond, CA)Sublease Agreement and Assignment and Assumption Agreement • June 12th, 2023 • Blue Apron Holdings, Inc. • Retail-catalog & mail-order houses
This Sublease Agreement and Assignment and Assumption Agreement (“Sublease”), dated as of June 9, 2023 (the “Effective Date”), is entered into between Blue Apron, LLC, a Delaware limited liability company (“Sublandlord”), and FreshRealm, Inc., a Delaware corporation (“Subtenant” and, together with Sublandlord, collectively referred herein as the “Parties” or individually as a “Party”).
