Retail-catalog & mail-order houses Sample Contracts

Blue Apron Holdings, Inc.AMENDMENT NO. 1 TO FINANCING AGREEMENT (February 23rd, 2021)

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.ADVISORY AGREEMENT (February 23rd, 2021)

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.”

Youngevity International, Inc.AMENDMENT TO PROMISSORY NOTE (February 22nd, 2021)

This AMENDMENT, dated as of February 18, 2021 (“Amendment”), to that certain 8% Secured Promissory Note, dated March 18, 2019, in the original principal amount of $1,000,000 (the “Note”) of Youngevity International, Inc. (the “Borrower”) held by JOY PIPE USA LP (“Lender”), is entered into by and between the Borrower and Lender. Capitalized terms used herein and not defined shall have the meanings set forth in the Note.

Youngevity International, Inc.AMENDMENT TO PROMISSORY NOTE (February 22nd, 2021)

This AMENDMENT, dated as of February 18, 2021 (“Amendment”), to that certain 6% Secured Promissory Note, dated February 15, 2019, in the original principal amount of $300,000 (the “Note”) of Youngevity International, Inc. (the “Borrower”) held by Thomas Bibb (“Lender”), is entered into by and between the Borrower and Lender. Capitalized terms used herein and not defined shall have the meanings set forth in the Note.

Youngevity International, Inc.AMENDMENT TO PROMISSORY NOTE (February 22nd, 2021)

This AMENDMENT, dated as of February 18, 2021 (“Amendment”), to that certain 6% Secured Promissory Note, dated February 15, 2019, in the original principal amount of $700,000 (the “Note”) of Youngevity International, Inc. (the “Borrower”) held by JOY PIPE USA LP (“Lender”), is entered into by and between the Borrower and Lender. Capitalized terms used herein and not defined shall have the meanings set forth in the Note.

Youngevity International, Inc.Contract (February 22nd, 2021)

NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE ON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES LAWS (THE “ACTS”). NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER MAY BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THIS WARRANT OR COMMON STOCK PURCHASABLE HEREUNDER, AS APPLICABLE, UNDER THE ACTS, OR (B) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACTS.

Youngevity International, Inc.AMENDMENT TO PROMISSORY NOTE (February 22nd, 2021)

This AMENDMENT, dated as of February 18, 2021 (“Amendment”), to that certain 8% Secured Promissory Note, dated March 18, 2019, in the original principal amount of $1,000,000 (the “Note”) of Youngevity International, Inc. (the “Borrower”) held by Thomas Bibb (“Lender”), is entered into by and between the Borrower and Lender. Capitalized terms used herein and not defined shall have the meanings set forth in the Note.

iMedia Brands, Inc.UNDERWRITING AGREEMENT (February 18th, 2021)

The undersigned, iMedia Brands, Inc., a company incorporated under the laws of Minnesota (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of iMedia Brands, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Craig-Hallum Capital Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

Innovative Payment Solutions, Inc.REGISTRATION RIGHTS AGREEMENT (February 17th, 2021)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 16, 2021 between Innovative Payment Solutions, Inc. a Nevada corporation (the “Company”) and ________________ (“Purchaser”).

Innovative Payment Solutions, Inc.SECURITIES PURCHASE AGREEMENT (February 17th, 2021)

This Securities Purchase Agreement (this “Agreement”) is dated as of February 16, 2021, by and between Innovative Payment Solutions, Inc., a Nevada corporation (the “Company”), and each lender party that executes the signature page hereto as a purchaser (each, a “Purchaser” and collectively, the “Purchasers”).

Coupang, Inc.AMENDED AND RESTATED EXECUTIVE APPOINTMENT AGREEMENT (February 12th, 2021)

This Amended and Restated Executive Appointment Agreement (the “Agreement”) is made and entered into as of , 2021, by and between Coupang, Inc, a Delaware corporation (as successor to Coupang, LLC) (the “Company”) and Harold Rogers (“Executive”). This Agreement shall be effective upon the closing of the Company’s first SEC-registered underwritten offering of common stock (the “Effective Date”).

Coupang, Inc.AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (February 12th, 2021)

This Amended and Restated Executive Employment Agreement (the “Agreement”) is made and entered into as of , 2021, by and between Coupang Global, LLC (the “Company”) and Thuan Pham (“Executive”). This Agreement shall be effective upon the closing of the first SEC-registered underwritten offering of common stock of Coupang, Inc., a Delaware corporation (as successor to Coupang, LLC) (such entity, the “Parent” and such date, the “Effective Date”).

Coupang, Inc.AMENDED AND RESTATED EXECUTIVE APPOINTMENT AGREEMENT (February 12th, 2021)

This Amended and Restated Executive Appointment Agreement (the “Agreement”) is made and entered into as of , 2021, by and between Coupang, Inc, a Delaware corporation (as successor to Coupang, LLC) (the “Company”) and Gaurav Anand (“Executive”). This Agreement shall be effective upon the closing of the Company’s first SEC-registered underwritten offering of common stock (the “Effective Date”).

Coupang, Inc.AMENDED AND RESTATED EXECUTIVE APPOINTMENT AGREEMENT (February 12th, 2021)

This Amended and Restated Executive Appointment Agreement (the “Agreement”) is made and entered into as of , 2021, by and between Coupang, Corp. (the “Company”) and Hanseung Kang (“Executive”). This Agreement shall be effective upon the closing of the first SEC-registered underwritten offering of common stock of Coupang, Inc., a Delaware corporation (as successor to Coupang, LLC) (such entity, the “Parent” and such date, the “Effective Date”).

Coupang, Inc.Employment Agreement (February 12th, 2021)

This Employment Agreement (this “Agreement”), dated as of , 2021 (the “Effective Date”), is made by and between Coupang, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Bom Kim (the “Executive”) (collectively referred to herein as the “Parties”).

Coupang, Inc.EXECUTIVE APPOINTMENT AGREEMENT (February 12th, 2021)

This Executive Appointment Agreement (the “Agreement” below) is executed between Coupang Corp. (the “Company” below) and Park Dae-Joon (the “Executive” below) on January 1, 2021 (the “Agreement Execution Date” below).

Coupang, Inc.First Amendment to Lease Agreement (February 12th, 2021)

This First Amendment to Lease Agreement (the “Amendment Agreement”) is made by and among Hyundai Investment Co., Ltd. (hereinafter referred to as “Collective Investment Entity”, in the status of the collective investment entity of Hyundai Private Equity Real Estate Investment Trust No. 15), a going concern established under the laws of the Republic of Korea whose head office is located at 97 Uisadang-daero (Yeouido-dong), Yeongdeungpo-gu, Seoul, Republic of Korea, Hana Bank, Ltd. (hereinafter referred to as “Lessor”, in the status of the trust company of Hyundai Private Equity Real Estate Investment Trust No. 15), a going concern established under the laws of the Republic of Korea whose Head Office is located at 66 Eulji-ro (Euljiro 2-ga), Jung-gu, Seoul, Republic of Korea, hereby agrees with Coupang Corp. (hereinafter referred to as “Lessee”), a going concern established under the laws of the Republic of Korea whose Head Office is located at 18th Floor, 570 Songpa-daero (Shincheon-don

Coupang, Inc.LEASE AGREEMENT (February 12th, 2021)

Under the instruction of Hyundai Investment Co., Ltd. (hereinafter referred to as “Collective Investment Entity”, in the status of the collective investment entity of Hyundai Private Equity Real Estate Investment Trust No. 15), a going concern established under the laws of the Republic of Korea whose head office is located at 97 Uisadang-daero (Yeouido-dong), Yeongdeungpo-gu, Seoul, Republic of Korea, Hana Bank, Ltd. (hereinafter referred to as “Lessor”, in the status of the trust company of Hyundai Private Equity Real Estate Investment Trust No. 15), a going concern established under the laws of the Republic of Korea whose Head Office is located at 66 Eulji-ro (Euljiro 2-ga), Jung-gu, Seoul, Republic of Korea, hereby enters into the following Lease Agreement with Forward Ventures, Ltd. (hereinafter referred to as “Lessee”), a going concern established under the laws of the Republic of Korea whose Head Office is located at 501 Teheran-ro, Gangnam-gu, Seoul, on September 13, 2016:

Coupang, Inc.COUPANG, INC. INDEMNITY AGREEMENT (February 12th, 2021)

This Indemnity Agreement (this “Agreement”), dated as of _____, 20__, is made by and between Coupang, Inc., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).

MMMK Development, Inc.JOINT FILING AGREEMENT (February 12th, 2021)

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G, and any amendments thereto, with respect to the common stock beneficially owned by each of them of Revolve Group, Inc. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.

Coupang, Inc.SIXTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (February 12th, 2021)

THIS SIXTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the 21st day of December, 2018, by and among Coupang, LLC, a Delaware limited liability company (the “Company”) and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor”.

iMedia Brands, Inc.LIMITED LIABILITY COMPANY AGREEMENT among TCO, LLC and THE MEMBERS NAMED HEREIN dated as of February 5, 2021 LIMITED LIABILITY COMPANY AGREEMENT (February 9th, 2021)

This Limited Liability Company Agreement of TCO, LLC, a Delaware limited liability company (the “Company”), is entered into as of February 5, 2021 by and among the Company, iMedia Brands, Inc., a Minnesota corporation (the “Majority Member”) and LAKR Ecomm Group LLC, a Delaware limited liability company (the “Minority Member”).

iMedia Brands, Inc.Shared Services Agreement (February 9th, 2021)

This Services Agreement (this “Agreement”), dated as of February 5, 2021 (the “Effective Date”), is entered into by and between iMedia Brands, Inc., a Minnesota corporation, with offices located at 6740 Shady Oak Road, Eden Prairie, Minnesota 55344 (“Service Provider”), and TCO, LLC, a Delaware limited liability company, with offices located at 6740 Shady Oak Road, Eden Prairie, Minnesota 55344 (“Customer”).

iMedia Brands, Inc.CONTRIBUTION AGREEMENT (February 9th, 2021)

This Contribution Agreement (this “Agreement”), dated as of February 5, 2021, is entered into between iMedia Brands, Inc., a Minnesota corporation (“Transferor”), and TCO, LLC, a Delaware limited liability company (“Transferee”).

iMedia Brands, Inc.LOAN AND SECURITY AGREEMENT (February 9th, 2021)

This Agreement is entered into as of the 5th day of February, 2021 by and between iMedia Brands, Inc., a Minnesota corporation (the “Lender”), and TCO, LLC, a Delaware limited liability company (the “Borrower”).

Feng MinLOAN AGREEMENT by and between VISTA ASSOCIATES CORPORATION and RUHNN1106 INVESTMENT LIMITED DATED AS OF FEBRUARY 3, 2021 (February 4th, 2021)

This LOAN AGREEMENT (this “Agreement”) is entered into as of February 3, 2021 by and between Vista Associates Corporation (the “Lender”), a limited liability company incorporated in the British Virgin Islands, and Ruhnn1106 Investment Limited (the “Borrower”), a limited liability company incorporated in the British Virgin Islands.

Feng MinLIMITED GUARANTEE (February 4th, 2021)

LIMITED GUARANTEE, dated as of February 3, 2021 (this “Limited Guarantee”), by Shanghai Yingjun Enterprise Management Center (Limited Partnership) (上海映鋆企业管理中心(有限合伙)) (the “Guarantor”) in favor of Ruhnn Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement (as defined below).

Feng MinLIMITED GUARANTEE (February 4th, 2021)

LIMITED GUARANTEE, dated as of February 3, 2021 (this “Limited Guarantee”), by Ruhnn1106 Investment Limited (the “Guarantor”) in favor of Ruhnn Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement (as defined below).

Feng MinSUBSCRIPTION AGREEMENT (February 4th, 2021)

This SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of February 3, 2021 by and among (i) RUNION Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and (ii) the parties listed on Schedule A attached hereto (each, an “Investor” and collectively, the “Investors”). Parent and the Investors are referred hereinafter as collectively the “Parties” and individually a “Party”. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

Vision Knight Capital (China) Fund II, L.P.JOINT FILING AGREEMENT (February 4th, 2021)

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value $0.000067 per share of LightInTheBox Holding Co., Ltd., a company incorporated in the Cayman Islands, and that this agreement may be included as an exhibit to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

Feng MinLIMITED GUARANTEE (February 4th, 2021)

LIMITED GUARANTEE, dated as of February 3, 2021 (this “Limited Guarantee”), by Shanghai Hechen Enterprise Management Center (Limited Partnership) (上海贺琛企业管理中心(有限合伙)) (the “Guarantor”) in favor of Ruhnn Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement (as defined below).

Feng MinROLLOVER AGREEMENT by and among RUNION HOLDING LIMITED RUNION MERGERSUB LIMITED and PARTIES LISTED ON SCHEDULE A HERETO DATED AS OF FEBRUARY 3, 2021 (February 4th, 2021)

This ROLLOVER AGREEMENT (this “Agreement”) is entered into as of February 3, 2021 by and among (i) RUNION Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), (ii) RUNION Mergersub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”); and (iii) certain shareholders of Ruhnn Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), listed on Schedule A hereto (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”).

Feng MinJOINT FILING AGREEMENT (February 4th, 2021)

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree that only one statement containing the information required by Schedule 13D and any further amendments thereto needs to be filed with respect to the beneficial ownership by each of the undersigned of the Class A Ordinary Shares of Ruhnn Holding Limited, a Cayman Islands company, and further agree that this Joint Filing Agreement be included as an exhibit to the Schedule 13D; provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning any other person making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

Feng MinLIMITED GUARANTEE (February 4th, 2021)

LIMITED GUARANTEE, dated as of February 3, 2021 (this “Limited Guarantee”), by Profitwise Limited (the “Guarantor”) in favor of Ruhnn Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement (as defined below).

Ruhnn Holding LTDAGREEMENT AND PLAN OF MERGER (February 3rd, 2021)

This Agreement and Plan of Merger (this “Agreement”), dated as of February 3, 2021, is made by and among RUNION Holding Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”); RUNION Mergersub Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”); and Ruhnn Holding Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party”, and collectively, as the “Parties”).