This VOTING AGREEMENT (this Agreement) is made and entered into as of [●], 2021 by and among FIGS, Inc., a Delaware corporation (the Company), Heather Hasson and Catherine Spear (each, an Individual Founder and, together, the Individual Founders), the trusts named on the signature pages hereto (each, a Founder Trust and, each Individual Founder and her Founder Trusts, a Founder), the Special Proxyholder identified on the signature pages hereto (the Special Proxyholder), and Tulco, LLC, a Delaware limited liability company (Tulco). The Individual Founders and Founder Trusts are referred to collectively herein as the Founders. The Founders and Tulco and each other trust or entity that may become a party hereto pursuant to Section 8.13 are referred to collectively herein as the Investor Parties, and each, an Investor Party. The Company, the Special Proxyholder and the Investor Parties are referred to collectively herein as the Parties, and each, a Party. Capitalized terms used but not otherwise defined herein shall have the meaning given to them in the Amended and Restated Certificate of Incorporation (as amended, restated or otherwise modified from time to time, the Certificate of Incorporation) of the Company.
WHEREAS, each of the Parties desires to provide for the election or re-election of the Individual Founders to the Board of Directors of the Company (the Board) and for the election or re-election of a Tulco Director after the Company has completed its proposed initial public offering of Class A common stock, par value $0.0001 per share (Class A Common Stock), in a firm commitment underwritten offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the IPO); and
WHEREAS, the Certificate of Incorporation to be filed in connection with the IPO will provide for the reclassification of all outstanding shares of the Companys common stock, par value $0.0001 per share, into shares of Class A Common Stock and subsequent thereto certain of such shares will be exchanged for shares of Class B Common Stock, par value $0.0001 per share (Class B Common Stock and, together with Class A Common Stock, Common Stock).
NOW, THEREFORE, in consideration of the above recitals and the mutual covenants made herein, the Parties hereby agree as follows:
1. Voting Provisions.
1.1 Shares. Each Party expressly agrees that the terms and restrictions of this Agreement shall apply to all shares of each class of Common Stock (or other shares of capital stock of the Company or shares of capital stock of any successor in interest of the Company, whether by sale, merger, consolidation or other similar transaction, or by purchase, assignment or operation of law) (i) which each Investor Party thereof owns or holds or hereafter acquires or holds by any means, including, without limitation, by purchase, assignment, conversion or exercise of any stock option, warrant or other right, the settlement of any restricted stock unit or as a result of any stock dividend, stock split, reorganization, reclassification, whether voluntary or involuntary, or other similar transaction, or (ii) with respect to which each Investor Party thereof exercises