Olaplex Holdings, Inc. Common Stock Underwriting AgreementUnderwriting 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.”
INDEMNIFICATION AGREEMENTIndemnification 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”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG OLAPLEX HOLDINGS, INC. AND CERTAIN STOCKHOLDERS DATED AS OF [ ], 2021Registration Rights Agreement • September 20th, 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:
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:
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.
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.
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”).
