Olaplex Holdings, Inc. Sample Contracts

Olaplex Holdings, Inc. Common Stock Underwriting Agreement
Underwriting Agreement • September 20th, 2021 • Olaplex Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York

The stockholders named in Schedule II hereto (the “Selling Stockholders”) of Olaplex Holdings, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ • ] shares of common stock, par value $0.001 per share (the “Stock”), of the Company and, at the election of the Underwriters, up to [ • ] additional shares of Stock. The aggregate of [ • ] shares of Stock to be sold by the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [ • ] additional shares of Stock to be sold by the Selling Stockholders 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.”

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 20th, 2021 • Olaplex Holdings, Inc. • Perfumes, cosmetics & other toilet preparations

This Indemnification Agreement (this “Agreement”) is made and entered into as of [●], 2021, by and among Olaplex Holdings, Inc., a Delaware corporation (the “Company”), and [NAME OF DIRECTOR/OFFICER] (“Indemnitee”).

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REGISTRATION RIGHTS AGREEMENT BY AND AMONG OLAPLEX HOLDINGS, INC. AND CERTAIN STOCKHOLDERS DATED AS OF [ ], 2021
Registration Rights Agreement • September 28th, 2021 • Olaplex Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York

This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [ ], 2021, is made by and among:

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FIRST INCREMENTAL AMENDMENT
Credit Agreement • June 28th, 2021 • Olaplex Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York

CREDIT AGREEMENT, dated as of January 8, 2020 (as amended by the First Amendment on the First Amendment Effective Date, this “Agreement”), by and among Olaplex, Inc., a Delaware corporation (the “Borrower”), Penelope Intermediate Corp., a Delaware corporation (“Holdings”), the Lenders from time to time party hereto, the Issuing Banks from time to time party hereto and MidCap Financial Trust (“MidCap”), in its capacities as administrative agent for the Lenders and collateral agent for the Secured Parties (in such capacities and together with its successors and assigns, the “Administrative Agent”).

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FORM OF INCOME TAX RECEIVABLE AGREEMENT Dated as of [ ], 2021
Tax Receivable Agreement • August 27th, 2021 • Olaplex Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York

This INCOME TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of [ ], 2021, is hereby entered into by and among Olaplex Holdings, Inc., a Delaware corporation (the “Corporation”), the persons listed on Annex A hereto (each a “TRA Party” and collectively the “TRA Parties”) and each of the permitted successors and assigns thereto.

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OLAPLEX HOLDINGS, INC. Restricted Stock Unit Agreement (Employee)
Restricted Stock Unit Agreement • May 9th, 2023 • Olaplex Holdings, Inc. • Perfumes, cosmetics & other toilet preparations

This agreement (this “Agreement”) evidences an award (the “Award”) of Restricted Stock Units (“RSUs”) granted by Olaplex Holdings, Inc., a Delaware corporation (the “Company”), to the individual named above (the “Participant”), pursuant to and subject to the terms of the Olaplex Holdings, Inc. 2021 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.

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REGISTRATION RIGHTS AGREEMENT BY AND AMONG OLAPLEX HOLDINGS, INC. AND CERTAIN STOCKHOLDERS DATED AS OF SEPTEMBER 29, 2021
Registration Rights Agreement • November 10th, 2021 • Olaplex Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York

This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of September 29, 2021, is made by and among:

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Penelope Holdings Corp. Nonqualified Stock Option Award Agreement
Restrictive Covenants Agreement • June 28th, 2021 • Olaplex Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware

THIS AGREEMENT (this “Award Agreement”), is made effective as of [Insert Grant Date] (the “Grant Date”), by and between Penelope Holdings Corp., a Delaware corporation (the “Company”), and [Insert Employee Name] (the “Participant”). Capitalized terms used but not otherwise defined herein shall have the meanings so indicated in the Penelope Holdings Corp. 2020 Omnibus Equity Incentive Plan (the “Plan”).

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July 10, 2023 John P. Bilbrey Dear JP:
Letter Agreement • July 11th, 2023 • Olaplex Holdings, Inc. • Perfumes, cosmetics & other toilet preparations

This letter agreement (this “Agreement”) sets forth the terms and conditions of your engagement on the Board of Directors (the “Board”) of Olaplex Holdings, Inc. (the “Company”).

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TERMINATION PROTECTION AGREEMENT
Termination Protection Agreement • June 28th, 2021 • Olaplex Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware

This TERMINATION PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of January 28, 2020 by and between Olaplex, Inc. (formerly Penelope Acquisition Corp.) (the “Company”) and JuE Wong (the “Executive”), and is effective as of the Closing Date, as such term is defined in the Purchase Agreement by and among Olaplex LLC, Liqwd, Inc., Christal Family Trust Dated May 22, 2014, Christal Investment Trust Dated May 22, 2014, the Company and the other parties thereto, dated as of November 17, 2019 (the “Purchase Agreement”). In the event that the Closing (as such term is defined in the Purchase Agreement) does not occur, this Agreement will be void and of no force or effect.

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO OLAPLEX HOLDINGS, INC. IF PUBLICLY DISCLOSED. MANUFACTURING SERVICES AGREEMENT
Manufacturing Services Agreement • June 28th, 2021 • Olaplex Holdings, Inc. • Perfumes, cosmetics & other toilet preparations

This Manufacturing Services Agreement (“Agreement”) is entered into as of January 1, 2020 (the “Effective Date”) by and between Olaplex (“Olaplex”), with an address at 1187 Coast Village Rd, Suite 1-520, Santa Barbara, CA 93108, and Cosway Company Inc. (“Cosway”), with an address at 20633 South Fordyce Avenue, Carson, California 90810 (each, a “Party” and collectively, the “Parties”).

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April 5, 2021 James McPherson Dear Jim:
James McPherson • September 20th, 2021 • Olaplex Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York

The purpose of this letter agreement (this “Agreement”) is to confirm the terms of the remainder of your employment with Olaplex, Inc. (the “Company”) and your separation from the Company, as follows:

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October 10, 2023 JuE Wong Dear JuE:
Letter Agreement • February 29th, 2024 • Olaplex Holdings, Inc. • Perfumes, cosmetics & other toilet preparations

The purpose of this letter agreement (this “Agreement”) is to confirm the terms of the remainder of your employment with Olaplex, Inc. (the “Company”) and your separation from the Company, as follows. Capitalized words that are used but not defined herein shall have the meanings ascribed to such terms in the Termination Protection Agreement by and between you and the Company made and entered into as of January 28, 2020 (the “Termination Protection Agreement”).

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OLAPLEX HOLDINGS, INC. NON-STATUTORY STOCK OPTION AGREEMENT (EMPLOYEE)
Equity Incentive • September 20th, 2021 • Olaplex Holdings, Inc. • Perfumes, cosmetics & other toilet preparations

This agreement (this “Agreement”) evidences a stock option granted by Olaplex Holdings, Inc., a Delaware corporation (the “Company”), to the individual named above (the “Participant”), pursuant to and subject to the terms of the Olaplex Holdings, Inc. 2021 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.

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OLAPLEX HOLDINGS, INC. RESTRICTED STOCK UNIT AGREEMENT (DIRECTOR)
Restricted Stock Unit Agreement • September 20th, 2021 • Olaplex Holdings, Inc. • Perfumes, cosmetics & other toilet preparations

This agreement (this “Agreement”) evidences an award (the “Award”) of Restricted Stock Units (“RSUs”) granted by Olaplex Holdings, Inc., a Delaware corporation (the “Company”), to the individual named above (the “Participant”), pursuant to and subject to the terms of the Olaplex Holdings, Inc. 2021 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.

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June 26, 2023 VIA ELECTRONIC MAIL Cosway Company Inc. 20633 South Fordyce Avenue Carson, CA 90810 Re: Amendment to Letter Agreement
Letter Agreement • June 28th, 2023 • Olaplex Holdings, Inc. • Perfumes, cosmetics & other toilet preparations

The parties hereto agree to amend the Letter Agreement (the “Letter Agreement”), dated February 22, 2023, between Olaplex, Inc. (“Olaplex”) and Cosway Company Inc. (“Cosway”), to extend the Manufacturing Services Agreement ("Agreement"), dated January 1, 2020, between Olaplex and Cosway, until August 15, 2023 while the parties continue to negotiate a new manufacturing agreement.

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December 23, 2022 VIA ELECTRONIC MAIL Cosway Company Inc. 20633 South Fordyce Avenue Carson, CA 90810 Re: Extension of Manufacturing Services Agreement Dear Cosway Legal Department,
Olaplex Holdings, Inc. • February 28th, 2023 • Perfumes, cosmetics & other toilet preparations

Notwithstanding Olaplex Inc.’s (“Olaplex”) prior written notice terminating the Manufacturing Services Agreement ("Agreement") between Olaplex and Cosway Company Inc. ("Cosway") dated January 1, 2020, the parties have decided to extend the Agreement for three (3) months while the parties continue to negotiate a new manufacturing agreement. The Agreement will now expire on March 31, 2023. Further, the parties agree that the exclusivity provisions set forth in Section 14 of the Agreement will not be applicable during the extension period.

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MANUFACTURING AND SUPPLY AGREEMENT
Manufacturing and Supply Agreement • August 8th, 2023 • Olaplex Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York

This Manufacturing and Supply Agreement (“Agreement”) is made and dated this 4th day of August, 2023 by and between Olaplex, Inc. (“Olaplex” or “Customer”), a Delaware corporation with an address at 1187 Coast Village Road #1-520, Santa Barbara, CA, 93108 and Cosway Company Inc., a California corporation with an address at 20633 S. Fordyce Ave, Carson, CA 90810 (“Cosway” or “Manufacturer”).

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INCOME TAX RECEIVABLE AGREEMENT Dated as of September 29, 2021
Income Tax Receivable Agreement • November 10th, 2021 • Olaplex Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York

This INCOME TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of September 29, 2021, is hereby entered into by and among Olaplex Holdings, Inc., a Delaware corporation (the “Corporation”), the persons listed on Annex A hereto (each a “TRA Party” and collectively the “TRA Parties”) and each of the permitted successors and assigns thereto.

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CONTRIBUTION AND EXCHANGE AGREEMENT BY AND AMONG OLAPLEX HOLDINGS, INC., PENELOPE GROUP HOLDINGS, L.P., OLAPLEX INTERMEDIATE, INC., THE SOLE MEMBER OF PENELOPE GROUP HOLDINGS GP II, LLC PARTY HERETO AND THE LIMITED PARTNERS OF PENELOPE GROUP HOLDINGS,...
Contribution and Exchange Agreement • September 20th, 2021 • Olaplex Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware

This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”), dated as of [•], 2021, is hereby entered into by and among Olaplex Holdings, Inc., a Delaware corporation (“PubCo”), Penelope Group Holdings, L.P., a Delaware limited partnership (“TopCo”), Olaplex Intermediate, Inc., a Delaware Corporation (“Intermediate”), each of the parties identified as a “Limited Partner” on the signature pages hereto (each a “Limited Partner” and collectively the “Limited Partners”), and Advent International GPE IX Limited Partnership, a Cayman Islands limited partnership (“Fund IX”) in its capacity as the sole member of Penelope Group Holdings GP II, LLC, a Delaware limited liability company (“GP II”).

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February 17, 2023 VIA ELECTRONIC MAIL Cosway Company Inc. 20633 South Fordyce Avenue Carson, CA 90810 Re: Extension of Manufacturing Services Agreement
Services Agreement • February 28th, 2023 • Olaplex Holdings, Inc. • Perfumes, cosmetics & other toilet preparations

Notwithstanding the terms of the Manufacturing Services Agreement ("Agreement") between Olaplex Inc. (“Olaplex”) and Cosway Company Inc. ("Cosway") dated January 1, 2020, and any prior agreements between Olaplex and Cosway relating thereto, the parties have decided to extend the Agreement until June 30, 2023 while the parties continue to negotiate a new manufacturing agreement. Further, the parties agree that the exclusivity provisions set forth in Section 14 of the Agreement will not be applicable during this extension period and that, except as set forth in this letter, all of the terms and provisions of the Agreement remain in full force and effect.

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TERMINATION PROTECTION AGREEMENT
Termination Protection Agreement • June 28th, 2021 • Olaplex Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • California

This TERMINATION PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of January 8, 2020 by and between Olaplex, Inc. (formerly Penelope Acquisition Corp.) (the “Company”) and Tiffany M. Walden (the “Executive”), and is effective as of the Closing Date, as such term is defined in the Purchase Agreement by and among Olaplex LLC, Liqwd, Inc., Christal Family Trust Dated May 22, 2014, Christal Investment Trust Dated May 22, 2014, the Company and the other parties thereto, dated as of November 17, 2019 (the “Purchase Agreement”). In the event that the Closing (as such term is defined in the Purchase Agreement) does not occur, this Agreement will be void and of no force or effect.

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