INDEMNIFICATION AGREEMENTIndemnification Agreement • October 20th, 2021 • Solo Brands, Inc. • Sporting & athletic goods, nec • Delaware
This Indemnification Agreement (“Agreement”) is made as of October [•], 2021 by and between Solo Brands, Inc., a Delaware corporation (the “Company”), and [•], a member of the Board of Directors or an officer of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
SOLO STOVE HOLDINGS, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [ 🌑 ], 2021Limited Liability Company Agreement • October 20th, 2021 • Solo Brands, Inc. • Sporting & athletic goods, nec • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) of Solo Stove Holdings, LLC, a Delaware limited liability company (the “Company”), dated as of [ 🌑 ], 2021 (the “Effective Date”), is entered into by and among the Company, Solo Brands, Inc., a Delaware corporation (the “Corporation”), as the managing member of the Company, and each of the other Members (as defined herein).
AMENDMENT NO. 2 Dated as of September 1, 2021 to CREDIT AGREEMENT Dated as of May 12, 2021Credit Agreement • October 4th, 2021 • Solo Brands, Inc. • Sporting & athletic goods, nec • New York
Any increase or decrease in the Applicable Rate resulting from a change in the Total Net First Lien Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided that if written notification is provided to the Borrower that the Required Revolving Credit Lenders have so elected, “Pricing Level VI” shall apply (x) as of the first Business Day after the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so apply to and including the date on which such Compliance Certificate is so delivered (and thereafter the pricing level otherwise determined in accordance with this definition shall apply) and (y) as of the first Business Day after an Event of Default under Section 8.01(a) shall have occurred and be continuing, and shall continue to so apply to but excluding the date on which such Event of Default is cured or
SOLO STOVE HOLDINGS, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of October 27, 2021Limited Liability Company Agreement • December 9th, 2021 • Solo Brands, Inc. • Sporting & athletic goods, nec • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) of Solo Stove Holdings, LLC, a Delaware limited liability company (the “Company”), dated as of October 27, 2021 (the “Effective Date”), is entered into by and among the Company, Solo Brands, Inc., a Delaware corporation (the “Corporation”), as the managing member of the Company, and each of the other Members (as defined herein).
AMENDMENT NO. 3 Dated as of May 22, 2023 to CREDIT AGREEMENT Dated as of May 12, 2021Credit Agreement • August 3rd, 2023 • Solo Brands, Inc. • Sporting & athletic goods, nec • New York
THIS AMENDMENT NO. 3 (this “Amendment”) is made as of May 22, 2023 by and among Solo Brands, LLC (f/k/a Solo DTC Brands, LLC) (the “Borrower”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A. (“JPMorgan”), as Administrative Agent (the “Administrative Agent”), under that certain Credit Agreement dated as of May 12, 2021 by and among the Borrower, Solo Stove Intermediate, LLC, as Holdings, the Lenders and the Administrative Agent (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
TAX RECEIVABLE AGREEMENT by and among SOLO BRANDS, INC., SOLO STOVE HOLDINGS, LLC, THE TRA REPRESENTATIVES, and THE TRA PARTIES OF SOLO STOVE HOLDINGS, LLC FROM TIME TO TIME PARTY HERETO Dated as of October 27, 2021Tax Receivable Agreement • December 9th, 2021 • Solo Brands, Inc. • Sporting & athletic goods, nec • Delaware
This TAX RECEIVABLE AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated October 27, 2021, is hereby entered into by and among Solo Brands, Inc., a Delaware corporation (the “Corporation”), Solo Stove Holdings, LLC, a Delaware limited liability company (the “LLC”), the TRA Representatives (as defined below) and each of the TRA Parties from time to time party hereto.
EMPLOYMENT AGREEMENTEmployment Agreement • October 4th, 2021 • Solo Brands, Inc. • Sporting & athletic goods, nec • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of May 21, 2021, is by and between Frontline Advance, LLC d/b/a Solo Stove, a Texas limited liability company (the “Company”), and Samuel Simmons (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 4th, 2021 • Solo Brands, Inc. • Sporting & athletic goods, nec • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 1, 2021 (the “Effective Date”), is by and between Solo DTC Brands, LLC d/b/a Solo Stove, a Texas limited liability company (the “Company”), and William Rainer Castillo (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2024 • Solo Brands, Inc. • Sporting & athletic goods, nec • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”), effective as of February 1, 2024 (the “Effective Date”), is by and between Solo Brands, Inc., a Delaware corporation (“Parent”), Solo Brands LLC, a Texas limited liability company (the “Company,” and together with Parent, “Solo Brands”), and Laura Coffey (the “Executive”).
STOCKHOLDERS AGREEMENT OF SOLO BRANDS, INC.Stockholders Agreement • December 9th, 2021 • Solo Brands, Inc. • Sporting & athletic goods, nec • Delaware
THIS STOCKHOLDERS AGREEMENT, dated as of October 27, 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 Solo Brands, Inc., a Delaware corporation (the “Corporation”) and the parties listed hereto on Schedule I (each, a “Summit Party” and collectively, the “Summit Parties”) and certain equity holders of the Corporation set forth on Schedule II (the “Other Stockholders”). Certain terms used in this Agreement are defined in Section 7. The Summit Investors and the Other Stockholders are collectively referred to herein as the “Stockholders” and individually as a “Stockholder.”
SOLO BRANDS, INC. (a Delaware corporation) [•] Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 20th, 2021 • Solo Brands, Inc. • Sporting & athletic goods, nec • New York
SOLO BRANDS, INC. AMENDED & RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 9th, 2021 • Solo Brands, Inc. • Sporting & athletic goods, nec • Delaware
THIS AMENDED & RESTATED REGISTRATION AGREEMENT (this “Agreement”) is made and entered into as of October 27, 2021, by and among Solo Brands, Inc., a Delaware corporation (the “Company”), the Persons listed on the Schedule of Summit Investors attached hereto (collectively referred to herein as the “Summit Investors” and individually as an “Summit Investor”) and the Persons listed on the Schedule of Other Investors attached hereto (collectively referred to herein as the “Other Investors” and individually as an “Other Investor”). The Company, the Summit Investors and the Other Investors are sometimes collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein shall have the meanings set forth in Section 11.
TAX RECEIVABLE AGREEMENT by and among SOLO BRANDS, INC., SOLO STOVE HOLDINGS, LLC, THE TRA REPRESENTATIVES, and THE TRA PARTIES OF SOLO STOVE HOLDINGS, LLC FROM TIME TO TIME PARTY HERETO Dated as of [______]Tax Receivable Agreement • October 20th, 2021 • Solo Brands, Inc. • Sporting & athletic goods, nec • Delaware
This TAX RECEIVABLE AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated [________], is hereby entered into by and among Solo Brands, Inc., a Delaware corporation (the “Corporation”), Solo Stove Holdings, LLC, a Delaware limited liability company (the “LLC”), the TRA Representatives (as defined below) and each of the TRA Parties from time to time party hereto.
SOLO STOVE HOLDINGS, LLC REGISTRATION AGREEMENTRegistration Agreement • October 20th, 2021 • Solo Brands, Inc. • Sporting & athletic goods, nec • Delaware
THIS REGISTRATION AGREEMENT (this “Agreement”) is made and entered into as of October 9, 2020, by and among Solo Stove Holdings, LLC, a Delaware limited liability company (“Holdings”), the Persons listed on the Schedule of Summit Investors attached hereto (collectively referred to herein as the “Summit Investors” and individually as an “Summit Investor”) and the Persons listed on the Schedule of Other Investors attached hereto (collectively referred to herein as the “Other Investors” and individually as an “Other Investor”). Holdings, the Summit Investors and the Other Investors are sometimes collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein shall have the meanings set forth in Section 11 or, if not defined therein, the meanings set forth in the Holdings LLC Agreement.
FIRST AMENDMENT TO JOHN MERRIS SEPARATION AND RELEASE OF CLAIMS AGREEMENTAgreement • May 9th, 2024 • Solo Brands, Inc. • Sporting & athletic goods, nec
This FIRST AMENDMENT TO JOHN MERRIS SEPARATION AND RELEASE OF CLAIMS AGREEMENT is made and entered into as of March 5, 2024 (this “Amendment”), by and between Solo Brands, LLC, (collectively with its parent company, Solo Brands, Inc., all other affiliates, and any successor(s) thereto, the “Company”), and John Merris (the “Executive”).
SEPARATION AGREEMENT AND GENERAL RELEASEAgreement And • March 14th, 2024 • Solo Brands, Inc. • Sporting & athletic goods, nec
I, Somer Webb, in consideration of the performance by Solo Brands, LLC (collectively with its parent company, Solo Brands, Inc., the “Company”), of its obligations under the Employment Agreement, dated May 9, 2023, between the Company and me (as amended from time to time, the “Agreement”), do hereby release and forever discharge as of the date hereof the Company and its affiliates, subsidiaries, and all present and former members, managers, directors, officers, agents, representatives, employees, attorneys, insurers, benefit plans, successors and assigns of the Company and its affiliates (collectively, the “Released Parties”) to the extent provided below. Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
ContractIncentive Equity Agreement • October 20th, 2021 • Solo Brands, Inc. • Sporting & athletic goods, nec
THIS AMENDMENT TO INCENTIVE EQUITY AGREEMENT (this “Amendment”) is made and entered into as of October __, 2021, by and among SS Management Aggregator, LLC, a Delaware limited liability (“Aggregator”), Solo Stove Holdings, LLC, a Delaware limited liability company (“Holdings”), Solo DTC Brands, LLC f/k/a Frontline Advance LLC d/b/a Solo Stove, a Texas limited liability company (“Solo”), and _______ (“Holder”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Original Agreement (as defined below).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General • May 4th, 2023 • Solo Brands, Inc. • Sporting & athletic goods, nec
I, Thomas Montgomery, in consideration of the performance by Solo Brands, LLC (collectively with its parent company, Solo Brands, Inc., the “Company”), of its obligations under the Employment Agreement, dated September 1, 2021 and as amended on October 3, 2022, between the Company and me (as amended from time to time, the “Agreement”), do hereby release and forever discharge as of the date hereof the Company and its affiliates, subsidiaries, and all present and former members, managers, directors, officers, agents, representatives, employees, attorneys, insurers, benefit plans, successors and assigns of the Company and its affiliates (collectively, the “Released Parties”) to the extent provided below. Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
ContractIncentive Equity Agreement • October 20th, 2021 • Solo Brands, Inc. • Sporting & athletic goods, nec • Delaware
THIS INCENTIVE EQUITY AGREEMENT (this “Agreement”) is made and entered into as of ___________, by and among SS Management Aggregator, LLC, a Delaware limited liability (“Aggregator”), Solo Stove Holdings, LLC, a Delaware limited liability company (“Holdings”), Frontline Advance LLC d/b/a Solo Stove, a Texas limited liability company (the “Company”), and ___________ (“Holder”).
SOLO STOVE HOLDINGS, LLC LIMITED LIABILITY COMPANY AGREEMENT October 9, 2020Limited Liability Company Agreement • October 20th, 2021 • Solo Brands, Inc. • Sporting & athletic goods, nec • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT of Solo Stove Holdings, LLC, a Delaware limited liability company (“Holdings LLC”), is entered into as of October 9, 2020, by and among Holdings LLC and its Members.
AMENDMENT NO. 1 Dated as of June 2, 2021 to CREDIT AGREEMENT Dated as of May 12, 2021Credit Agreement • October 4th, 2021 • Solo Brands, Inc. • Sporting & athletic goods, nec • New York
THIS AMENDMENT NO. 1 (this “Amendment”) is made as of June 2, 2021 by and among Frontline Advance LLC (the “Borrower”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A. (“JPMorgan”), as Administrative Agent (the “Administrative Agent”), under that certain Credit Agreement dated as of May 12, 2021 by and among the Borrower, Solo Stove Intermediate, LLC, as Holdings, the Lenders and the Administrative Agent (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
SEPARATION AGREEMENT AND GENERAL RELEASEGeneral Release • March 14th, 2024 • Solo Brands, Inc. • Sporting & athletic goods, nec
I, Thomas Montgomery, in consideration of the performance by Solo Brands, LLC (collectively with its parent company, Solo Brands, Inc., the “Company”), of its obligations under the Employment Agreement, dated September 1, 2021 and as amended on October 3, 2022, between the Company and me (as amended from time to time, the “Agreement”), do hereby release and forever discharge as of the date hereof the Company and its affiliates, subsidiaries, and all present and former members, managers, directors, officers, agents, representatives, employees, attorneys, insurers, benefit plans, successors and assigns of the Company and its affiliates (collectively, the “Released Parties”) to the extent provided below. Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
