REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made as of March 6, 2019, by and among LEVI STRAUSS & CO., a Delaware corporation (the Company), and each of the stockholders of the Company listed on SCHEDULE A hereto (each, a Stockholder). The Company and the Stockholders agree as follows:
1. Definitions. For purposes of this Agreement:
1.1 Affiliate means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such specified Person, including without limitation any general partner, managing member, officer, director or trustee of such specified Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one or more general partners, managing members or investment adviser of, or shares the same management company or investment adviser with, such specified Person.
1.2 Board of Directors means the board of directors of the Company.
1.3 Class A Common Stock means shares of the Companys Class A common stock.
1.4 Class B Common Stock means shares of the Companys Class B common stock.
1.5 DGCL shall have the meaning set forth in Subsection 3.5(b).
1.6 Damages means any loss, damage, claim or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out of or is based upon: (a) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (b) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (c) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law.
1.7 Demand Deferral shall have the meaning set forth in Subsection 2.1(b).
1.8 Demand Request shall have the meaning set forth in Subsection 2.1(a).
1.9 Demand Notice shall have the meaning set forth in Subsection 2.1(a).
1.10 Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
1.11 Excluded Registration means: (a) a registration on Form S-8 (or any successor form thereto) relating to the sale or grant of securities to employees of the Company or a subsidiary of the Company pursuant to a stock option, stock purchase, equity incentive or similar plan; and (b) a registration on Form S-4 (or any successor form thereto) relating to transactions under SEC Rule 145.
1.12 Form S-3 means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits forward incorporation of substantial information by reference to other documents filed by the Company with the SEC (other than a registration form under the Securities Act that may be used for an Excluded Registration).