This CONTRIBUTION AND EXCHANGE AGREEMENT (this Agreement), dated as of , 2021, is hereby entered into by and among Olaplex Holdings, Inc., a Delaware corporation (PubCo), Penelope Group Holdings, L.P., a Delaware limited partnership (TopCo), Olaplex Intermediate, Inc., a Delaware Corporation (Intermediate), each of the parties identified as a Limited Partner on the signature pages hereto (each a Limited Partner and collectively the Limited Partners), and Advent International GPE IX Limited Partnership, a Cayman Islands limited partnership (Fund IX) in its capacity as the sole member of Penelope Group Holdings GP II, LLC, a Delaware limited liability company (GP II).
WHEREAS, the Board of Managers of GP II, in its capacity as the general partner of TopCo (the GP Board), and the Board of Directors of PubCo (the PubCo Board) have determined to effect an underwritten initial public offering (the IPO) of shares of common stock, par value $0.001 per share (the Common Stock), of PubCo on the terms and subject to the conditions contained in the Underwriting Agreement (as defined below);
WHEREAS, each of the Limited Partners holds the number and class of Units of TopCo set forth opposite each Limited Partners name on Exhibit A hereto;
WHEREAS, in addition to being a Limited Partner, Fund IX is also the sole member of GP II, holding 100% of the membership interests of GP II (the Membership Interest);
WHEREAS, in connection with the IPO, as contemplated by Section 16.1 of the A&R Limited Partnership Agreement, dated January 8, 2020, by and among TopCo, the Limited Partners and GP II (the Existing Limited Partnership Agreement), GP II has approved a reorganization pursuant to which the Limited Partners will, in a series of transactions, contribute all of the Units of TopCo to PubCo and Fund IX will contribute the Membership Interest to PubCo, in each case in exchange for (i) shares of Common Stock as set forth opposite each Limited Partners (including Fund IXs) name on Exhibit B hereto (collectively, the Exchanged Shares) and (ii) certain rights and benefits (the TRA Rights) under that certain Income Tax Receivable Agreement (the TRA), to be entered into on the date hereof, by and among PubCo, the Limited Partners and holders of certain options to acquire shares of Penelope Holdings Corp., a wholly owned subsidiary of TopCo, which options will be converted into options to acquire shares of PubCo in connection with the Contribution (as defined below);
WHEREAS, in contemplation of, and in connection with, the IPO, the parties desire to and agree to effect the Contribution as of immediately following the Pricing (as defined below); and
NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement (the Parties) hereby agree as follows:
1. Definitions. Capitalized terms used but not defined herein have the meanings given to them in the Existing Limited Partnership Agreement. As used herein, the following terms shall have the following meanings.