REGISTRATION RIGHTS AGREEMENT BY AND AMONG LULU HOLDING, INC., AND THE INVESTORS NAMED AS INVESTORS HEREIN Dated as of December 5, 2005Registration Rights Agreement • May 1st, 2007 • Lululemon Corp. • Delaware
• each of the stockholders of the Company’s Series A Preferred Stock, par value $0.01 per share (“Series A Preferred Stock”), whose names and addresses are set forth under Schedule A (the “Series A Holders”); and
ARRANGEMENT AGREEMENT MEMORANDUM OF AGREEMENT made as of the 26th day of April, 2007.Arrangement Agreement • May 1st, 2007 • Lululemon Corp. • British Columbia
THIS AGREEMENT WITNESSETH THAT in consideration of the respective covenants and agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each party), the parties hereby covenant and agree as follows:
Agreement and Plan of Reorganization By and Among Lululemon Corp., a Delaware corporation, Lululemon Athletica USA, Inc., a Nevada corporation, Lululemon Athletica Inc., a company formed under the laws of British Columbia, LIPO Investments (USA),...Agreement and Plan of Reorganization • May 1st, 2007 • Lululemon Corp. • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this 26th day of April, 2007 by and among (i) Lululemon Corp., a Delaware corporation (the “Company”), (ii) Lululemon Athletica USA, Inc., a Nevada corporation (“USA”), (iii) Lululemon Athletica Inc., a company formed under the laws of British Columbia (“LAI”), (iv) LIPO Investments (USA), Inc., a company formed under the laws of British Columbia (“LIPO USA”), (v) LIPO Investments (Canada), Inc., a company formed under the laws of British Columbia (“LIPO Canada”), (vi) Lulu Canadian Holding, Inc., a company formed under the laws of British Columbia (“Canadian Holding”), (vii) each of the parties whose name appears on Schedule I hereto (each, an “Investor”), and (viii) each of the parties whose name appears on Schedule II hereto (each, a “LIPO Holder”). Capitalized terms used, but not otherwise defined herein, shall have the meanings set forth in Article 10.
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG LULULEMON CORP. AND THE HOLDERS LISTED ON SCHEDULES A AND B HERETO Dated as of , 2007Registration Rights Agreement • May 1st, 2007 • Lululemon Corp. • Delaware
• each of the stockholders of the Company’s common stock, par value $0.01 per share (“Common Stock”), whose names and addresses are set forth under Schedule A (the “A Holders”); and
LEASE EXPANSION AND AMENDING AGREEMENTLease Expansion and Amending Agreement • May 1st, 2007 • Lululemon Corp.
2725312 CANADA INC. a body corporate having its head office at Suite 1800, Four Bentall Centre 1055 Dunsmuir Street, Vancouver, British Columbia, V7X 1B1
FORM OF EXCHANGE TRUST AGREEMENT Between: LULULEMON CORP. - and - LULU CANADIAN HOLDING INC. - and - COMPUTERSHARE TRUST COMPANY OF CANADAExchange Trust Agreement • May 1st, 2007 • Lululemon Corp. • British Columbia
WHEREAS in connection with an arrangement agreement (the “Arrangement Agreement”) dated as of April 26, 2007 among Lululemon, Lululemon Callco ULC (“Callco”), Exchangeco, LIPO Investments (USA), Inc. and LIPO Investments (Canada) Inc. (“LIPO Canada”), Exchangeco is to issue Exchangeable Shares to holders of common shares of LIPO Canada pursuant to the Arrangement contemplated in the Arrangement Agreement;
CROSS ROADS, VANCOUVER, B.C. OFFICE LEASEOffice Lease • May 1st, 2007 • Lululemon Corp. • British Columbia
STOCKHOLDERS AGREEMENT AMONG LULU HOLDING, INC. AND THE PERSONS LISTED ON SCHEDULE A HERETO Dated as of December 5, 2005Stockholders Agreement • May 1st, 2007 • Lululemon Corp. • Delaware
• each of the stockholders of the Company’s Series A Preferred Stock, par value $0.01 per share (“Series A Preferred Stock”), whose names and addresses are set forth under Section A of Schedule A (the “Series A Holders”);
BIG BEND EQUITIES INC. (the “Landlord”) -and- LULULEMON ATHLETICA INC. (the “Tenant”) LEASE OF INDUSTRIAL SPACE BUILDING: Glenwood 3—5595 Trapp Avenue, Burnaby, British ColumbiaLululemon Corp. • May 1st, 2007 • British Columbia
EMPLOYMENT AND RESTRICTIVE COVENANT AGREEMENTEmployment and Restrictive Covenant Agreement • May 1st, 2007 • Lululemon Corp. • British Columbia
THIS EMPLOYMENT AND RESTRICTIVE COVENANT AGREEMENT (the “Agreement”), is made on this 5th day of December 2005, by and between LULULEMON ATHLETICA INC. (the “Company”) and DENNIS WILSON (the “Executive”).
GENERAL LEASE — SINGLE TENANTGeneral Lease • May 1st, 2007 • Lululemon Corp. • British Columbia
AND: LULULEMON ATHLETICA INC., a company incorporated under the laws of the Province of British Columbia, and have a place of business at 1945 McLean Drive, Vancouver, B.C. V5N 3J7
EMPLOYMENT AND RESTRICTIVE COVENANT AGREEMENTEmployment and Restrictive Covenant Agreement • May 1st, 2007 • Lululemon Corp. • British Columbia
THIS EMPLOYMENT AND RESTRICTIVE COVENANT AGREEMENT (the “Agreement”), is made on this 5th day of December, 2005, by and between LULULEMON ATHLETICA INC. (the “Company”) and ROBERT MEERS (the “Executive”).
WAREHOUSE LEASE AGREEMENT BROADWAY TECH CENTRE, VANCOUVER’S BUSINESS CAMPUS VANCOUVER, B.C. BETWEEN 2725312 CANADA INC. (THE LANDLORD) AND LULULEMON ATHLETICA INC. (THE TENANT)Warehouse Lease Agreement • May 1st, 2007 • Lululemon Corp. • British Columbia
2725312 CANADA INC., a body corporate, having its head office at Suite 1800, Four Bentall Celifre 1055 Dunsmuir Street, in the City of Vancouver, in the Province of British Columbia, V7X 1B1.
FORM OF EXCHANGEABLE SHARE SUPPORT AGREEMENT Between LULULEMON CORP. - and - LULULEMON CALLCO ULC - and - LULU CANADIAN HOLDING INC.Share Support Agreement • May 1st, 2007 • Lululemon Corp. • British Columbia
WHEREAS in connection with an arrangement agreement (the “Arrangement Agreement”) dated as of April 26, 2007 among Lululemon, Callco, Exchangeco, LIPO Investments (USA), Inc. and LIPO Investments (Canada) Inc. (“LIPO Canada”), Exchangeco is to issue exchangeable shares (the “Exchangeable Shares”) to holders of common shares of LIPO Canada pursuant to the plan of arrangement (the “Arrangement”) contemplated by the Arrangement Agreement;
