Rent the Runway, Inc. Class A Common Stock Underwriting AgreementUnderwriting Agreement • October 18th, 2021 • Rent the Runway, Inc. • Retail-retail stores, nec • New York
Rent the Runway, 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”) an aggregate of [•] shares (the “Firm Shares”) of Class A common stock, par value $[•] per share of the Company (“Class A Common Stock”) and, at the election of the Underwriters, up to [•] additional shares of Class A Common Stock (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.” The shares of Class A Common Stock of the Company, together with the shares of Class B common stock, par value $[•] per share of the Company, to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Stock.” In the event that the Company has a single subsidiary or does not have any subsidiaries, then
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • October 18th, 2021 • Rent the Runway, Inc. • Retail-retail stores, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made effective as of [ 🌑 ], 2021 between Rent the Runway, Inc., a Delaware corporation (the “Company”), and [NAME] (“Indemnitee”).
TENTH AMENDMENT TO CREDIT AGREEMENT This TENTH AMENDMENT TO CREDIT AGREEMENT, dated as of December 1, 2023 (this "Amendment"), to the Credit Agreement, dated as of July 23, 2018, by and among the lenders from time to time party thereto (individually,...Security Agreement • April 11th, 2024 • Rent the Runway, Inc. • Retail-retail stores, nec • New York
STOCKHOLDERS AGREEMENT OF RENT THE RUNWAY, INC.Stockholders Agreement • October 29th, 2021 • Rent the Runway, Inc. • Retail-retail stores, nec • Delaware
THIS STOCKHOLDERS AGREEMENT, dated as of October 29, 2021 (as it may be amended, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among (i) Rent the Runway, Inc., a Delaware corporation (the “Corporation”), (ii) Jennifer Y. Hyman, the Trust under Article Second UA dtd 9/19/2012 (the “2012 Trust”), the BS 2021 Family Trust (the “Family Trust”), the JYH 2021 Children’s Trust (the “Children’s Trust”, and, together with Jennifer Y. Hyman, the 2012 Trust and the Family Trust, the “Founder”), (iii) Bain Capital Venture Fund 2009, L.P. (“BCV Fund 2009”), BCIP Venture Associates (“BCIP Venture”) and BCIP Venture Associates-B (“BCIP Venture-B”, and, together with BCV Fund 2009 and BCIP Venture, the “Bain Capital Ventures Entities”), and (iv) Highland Capital Partners VIII Limited Partnership (“Highland Capital 8”), Highland Capital Partners VIII-B Limited Partnership (“Highland Capital 8-B”) and Highland
US-DOCS\147112775.1 TRANSITION AGREEMENT Rent the Runway, Inc. (“Rent the Runway” or the “Company”) and Anushka Salinas (“Employee” or “You”) agree to the terms and conditions of this Transition Agreement (“Agreement”), dated January 8, 2024 (the...Transition Agreement • January 9th, 2024 • Rent the Runway, Inc. • Retail-retail stores, nec
Execution Version EIGHTH AMENDMENT TO CREDIT AGREEMENT This EIGHTH AMENDMENT TO CREDIT AGREEMENT, dated as of August 15, 2022 (this "Amendment"), to the Credit Agreement, dated as of July 23, 2018, by and among the lenders from time to time party...Security Agreement • September 13th, 2022 • Rent the Runway, Inc. • Retail-retail stores, nec
April 11, 2023 Siddharth Thacker Delivered via email Re: Amendment to Offer Letter Dear Sid, This letter (this “Letter Agreement”) is intended to amend certain terms of the offer letter, dated June 14, 2022, between Rent the Runway, Inc. (the...Letter Agreement • April 12th, 2023 • Rent the Runway, Inc. • Retail-retail stores, nec
RENT THE RUNWAY, INC. Restricted Share Unit Agreement Granted Under 2019 Stock Incentive PlanRestricted Share Unit Agreement • October 18th, 2021 • Rent the Runway, Inc. • Retail-retail stores, nec • Delaware
RENT THE RUNWAY, INC. EIGHTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTRights Agreement • October 4th, 2021 • Rent the Runway, Inc. • Retail-retail stores, nec • New York
This Eighth Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of April 30, 2020 by and among Rent the Runway, Inc., a Delaware corporation (the “Company”), the parties listed as Investors on Exhibit A hereto (the “Investors”), and the parties listed as Key Holders on Exhibit B hereto (the “Key Holders”).
US-DOCS\145432681.1 1 Retention Bonus Program Participation Notice Name: [____] As a key employee at Rent the Runway, you are eligible for a retention bonus pursuant to the Amended & Restated 2021 Incentive Award Plan (the “Plan”) of Rent the Runway,...Rent the Runway, Inc. • December 6th, 2023 • Retail-retail stores, nec
CERTAIN IDENTIFIED INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(B)(10) BECAUSE IT IS BOTH NOT MATERIAL AND TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. [******] INDICATES THAT INFORMATION HAS BEEN...Partial Termination and Second Amendment of Lease • April 14th, 2022 • Rent the Runway, Inc. • Retail-retail stores, nec • New York
THIS PARTIAL TERMINATION AND SECOND AMENDMENT OF LEASE (this “Agreement”) is made and entered into as of February 16, 2022 (the “Effective Date”), by and between 10 JAY MASTER TENANT LLC, a Delaware limited liability company (“Landlord”), and RENT THE RUNWAY, INC., a Delaware corporation (“Tenant”).
CERTAIN IDENTIFIED INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(B)(10) BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [******] INDICATES THAT...Industrial Lease • October 4th, 2021 • Rent the Runway, Inc. • Retail-retail stores, nec • Texas
This Industrial Lease (this “Lease”) is made and entered into as of March 31, 2018, (the “Effective Date”) by and between the party designated as the landlord in the Schedule (“Landlord”) and the party(ies) designated as the tenant(s) in the Schedule (collectively, “Tenant”). The Lease consists of the following Schedule (the “Schedule”), Terms and Conditions and Exhibit(s) referenced herein.
RENT THE RUNWAY, INC. Incentive Stock Option Agreement Granted Under 2009 Stock Incentive PlanIncentive Stock Option Agreement • October 18th, 2021 • Rent the Runway, Inc. • Retail-retail stores, nec • Delaware
RENT THE RUNWAY, INC. Nonstatutory Stock Option Agreement Granted Under 2009 Stock Incentive PlanStock Option Agreement • October 18th, 2021 • Rent the Runway, Inc. • Retail-retail stores, nec • Delaware
RENT THE RUNWAY, INC. BROOKLYN, NEW YORK 11201Letter Agreement • June 10th, 2022 • Rent the Runway, Inc. • Retail-retail stores, nec • New York
This Letter Agreement constitutes an amendment to the Amended and Restated Employment Agreement between you and Rent the Runway, Inc., a Delaware corporation (the “Company”), dated as of October 5, 2021 (the “Employment Agreement”). Capitalized terms used in this Letter Agreement and not defined shall have the meaning given such terms in the Employment Agreement.
RENT THE RUNWAY, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 18th, 2021 • Rent the Runway, Inc. • Retail-retail stores, nec • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is executed as of October 5, 2021, between RENT THE RUNWAY, INC., a Delaware corporation (together with its predecessors and successors, the “Company”), and JENNIFER Y. HYMAN (the “Employee”). This Agreement shall be effective as of the date of closing of the initial public offering of the Company (the “IPO”) or such other date mutually agreed in writing between the parties (such date, the “Effective Date”) and shall amend and restate in its entirety that certain Employment Agreement, dated as of July 6, 2015, by and between the Company and the Employee, as amended by that certain Employment Agreement Amendment, dated as of November 20, 2020 (collectively, the “Original Agreement”).
ContractRent the Runway, Inc. • January 31st, 2023 • Retail-retail stores, nec • New York
