Issuance of Shares Contract Clauses (816)

Issuance of Shares. (a) With respect to the Restricted Stock Units described in Section 2(a) of the Grant Schedule, on the earlier of the Vesting Date or the Participant's separation from service (within the meaning of Treas. Reg. § 1.409A-1(h) or any successor regulation), the Company shall issue to the Participant, whether by means of stock certificates or book entry registration, a number of shares of common stock of the Company ("Common Stock") equal to the number of such Restricted Stock Units that have vested... as of such date (taking into account any acceleration of vesting contemplated by the Participant's employment agreement or Section 6 hereof). Any such Restricted Stock Units that have not vested as of the earlier of the Vesting Date or the Participant's separation from service will be forfeited as of that time. (b) With respect to the Restricted Stock Units described in Section 2(b) of the Grant Schedule, within 60 days following the Vesting Date the Company shall issue to the Participant, whether by means of stock certificates or book entry registration, a number of shares of common stock of the Company ("Common Stock") equal to the number of such Restricted Stock Units that have vested as of the Vesting Date (taking into account any acceleration of vesting contemplated by Section 6 hereof). Any such Restricted Stock Units that have not vested as of the Vesting Date will be forfeited as of that time. (c) This Award is subject to tax withholding in accordance with applicable law and Section 18 of the Program (and for this purpose, share withholding is authorized in the manner therein described). (d) The Participant will not be deemed for any purpose to be, or have rights as, a stockholder of the Company by virtue of the grant of Restricted Stock Units, until shares of Common Stock are issued in settlement of such Restricted Stock Units pursuant to Section 10(a) hereof. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant will have all of the rights of a stockholder. (e) Notwithstanding any otherwise applicable provision of this Agreement, to the extent compliance with the requirements of Treasury Regulation § 1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of an additional tax under section 409A of the Code to the issuance of shares to the Participant, then any issuance of shares to the Participant that would otherwise be made upon the Participant's separation from service will be deferred and delivered to the Participant immediately after the six-month period following that separation from service. View More

Issuance of Shares. Within a reasonable period of time following the end of the Period of Restriction, the Company shall issue to the Participant or his beneficiary the number of shares of Performance Shares specified in Section 1 of this Agreement, less any withholding required by Section 10 of this Agreement.

Issuance of Shares. Effective as of the Grant Date, the Committee or its designated representative shall cause a number of shares of Common Stock equal to the number of Restricted Shares to be issued and registered in the Participant's name, subject to the conditions and restrictions set forth in this Award Agreement and the Plan. Such issuance and registration shall be evidenced by an entry on the registry books of the Corporation. Any book entries evidencing the Restricted Shares shall carry or be endorsed with a... legend referring to the conditions and restrictions set forth in this Award Agreement and the Plan. The Participant shall not be entitled to release of the restrictions on the book entry evidencing such Restricted Shares for any portion of the Restricted Shares unless and until the related Restricted Shares have vested pursuant to Paragraph 2. In the event the Restricted Shares are forfeited in full or in part, the Participant hereby consents to the relinquishment of the forfeited Restricted Shares theretofore issued and registered in the Participant's name to the Corporation at that time. View More

Issuance of Shares. Subject to the terms and conditions of this Agreement (including any Withholding Tax obligations), after each Vesting Date, the Company will issue to you (or your estate, or an account at a brokerage firm designated by the Company), within three (3) business days following such Vesting Date, one Share for each RSU that vested on such Vesting Date. Until each applicable Vesting Date, you will have no rights to any Shares, and until the Company delivers the Shares to you, you will not have any rig...hts associated with such Shares, including without limitation voting rights, dividends or dividend equivalents. View More

Issuance of Shares. Except as provided in Paragraph 24 below, as soon as practicable (but within 15 days) after the vesting of this Award, the Company will issue and transfer to the Grantee one share of Common Stock for each RSU held by Grantee, subject to adjustment in accordance with Paragraph 10 below. No fractional shares will be issued.

Issuance of Shares. In consideration of the aggregate purchase price of $35,000,000 (the "Purchase Price"), the Corporation hereby issues to the Subscriber 29,198,298 shares of Common Stock of the Corporation (the "Purchased Shares") based on an agreed $295,525,000 pre-money valuation of the Corporation as of March 31, 2018. In addition to the Purchased Shares, the Corporation shall issue to the Subscriber on the date of this Agreement, without payment of any additional consideration by the Subscriber, such number ...of shares of Common Stock as is necessary to cause the Subscriber to own 91.8% of the total outstanding shares of Common Stock (on a fully-diluted basis, but excluding any outstanding options to purchase shares of Common Stock and warrants to purchase shares of the Corporation's capital stock) immediately after giving effect to the transactions contemplated by this Agreement (such shares to be issued by the Corporation to the Subscriber pursuant to the Subscriber's right to anti-dilution protection pursuant to that certain securities purchase agreement, dated as of August 15, 2017, as subsequently amended, by and between the Corporation and the Subscriber (the "Additional Shares")). The Purchased Shares and the Additional Shares are sometimes referred to herein collectively as the "Shares". The Subscriber shall pay the Purchase Price with the Advance, which such Advance shall be deemed repaid by the Corporation contemporaneously with the execution and delivery of this Agreement and delivery of the Shares to the Subscriber. View More

Issuance of Shares. During the period of time between the Grant Date and the date on which the Restricted Units vest, the Restricted Units will be evidenced by a credit to a bookkeeping account evidencing the unfunded and unsecured right of the Participant to receive shares of Common Stock, subject to the terms and conditions applicable to the Restricted Units under the Plan and this Award Agreement. Upon the vesting of the Participant's Restricted Units pursuant to Section 2 of this Award Agreement, a number of sh...ares of Common Stock equal to the number of vested Restricted Units shall be registered in the name of the Participant. Such registration shall occur on the earlier of (i) the first day of the calendar month following the expiration of 45 days after the Participant's Separation from Service (or, in the event of a Separation from Service of a specified employee not on account of death, the first day of the calendar month that begins at least six months after such Separation from Service) or (ii) the first day of the calendar month following the third anniversary of the Grant Date. In no event shall such registration occur later than 75 days after the date on which Restricted Units vest unless the Participant is a specified employee for purposes of Section 409A. No fractional shares will be issued and any rights to fractional shares of Common Stock will be forfeited without compensation for such fractional shares. View More

Issuance of Shares. In consideration of the agreements by Releasor set forth herein, including, without limitation, the release of any right to the Board Fees, and as compensation for his involvement in reviewing the proposed transactions contemplated by the ICA, the Company shall issue Releasor One Hundred Twenty Thousand (120,000) shares of the Company's Class B common stock on or before the closing of the Avalon Property (as described in Section 2.1 of the ICA) (the "Avalon Closing").

Issuance of Shares. Shares may be issued upon exercise of an Option from authorized but unissued Common Stock, from shares held in the treasury of the Company, or from any other proper source.24. Tax Withholding. Participation in the Plan is subject to any applicable U.S. and non-U.S. federal, state or local tax withholding requirements on income the Participant realizes in connection with the Plan. Each Participant agrees, by entering the Plan, that the Company or any Subsidiary or Affiliate may withhold from a Pa...rticipant's wages, salary or other compensation at any time the amount necessary for the Company or any Subsidiary or Affiliate to meet applicable withholding obligations, including any withholding required to make available to the Company or any Subsidiary or Affiliate any tax deductions or benefits attributable to the sale or disposition of Common Stock by such Participant. In addition, the Company or any Subsidiary or Affiliate may withhold from the proceeds of the sale of Common Stock or use any other method of withholding that the Company or any Subsidiary or Affiliate deems appropriate to the extent permitted by U.S. Treasury Regulation Section 1.423-2(f) with respect to the 423 Component. The Company will not be required to issue any Common Stock under the Plan until such obligations are satisfied.25. Notification Upon Sale of Shares under the 423 Component. Each Participant agrees, by entering the 423 Component of the Plan, to give the Company prompt notice of any disposition of shares purchased under the Plan where such disposition occurs within two years 8 after the date of grant of the Option pursuant to which such shares were purchased or within one year after the date such shares were purchased.26. Effective Date and Approval of Shareholders. The Plan shall take effect on the date immediately preceding the Registration Date, subject to approval by the holders of a majority of the votes cast at a meeting of stockholders at which a quorum is present or by written consent of the stockholders.DATE APPROVED BY BOARD OF DIRECTORS:February 10, 2021DATE APPROVED BY STOCKHOLDERS:March 16, 20219 APPENDIX ADesignated Companies10 EX-10.4 4 exhibit104-sx1a1.htm EX-10.4 DocumentExhibit 10.4THREDUP INC.2021 EMPLOYEE STOCK PURCHASE PLANThe purpose of the ThredUp Inc. 2021 Employee Stock Purchase Plan (the "Plan") is to provide eligible employees of ThredUp Inc. (the "Company") and each Designated Company (as defined in Section 11) with opportunities to purchase shares of the Company's Class A common stock, par value $0.0001 per share (the "Common Stock"). 3,000,000 shares of Common Stock in the aggregate have been approved and reserved for this purpose, plus on January 1, 2022 and each January 1 thereafter until the Plan terminates pursuant to Section 20, the number of shares of Common Stock reserved and available for issuance under the Plan shall be cumulatively increased by the lesser of (i) 4,000,000 shares of Common Stock, (ii) 1 percent of the number of shares of Common Stock and Class B common stock of the Company issued and outstanding on the immediately preceding December 31, or (iii) such lesser number of shares of Common Stock as determined by the Administrator (as defined in Section 1).The Plan includes two components: a Code Section 423 Component (the "423 Component") and a non-Code Section 423 Component (the "Non-423 Component"). It is intended for the 423 Component to constitute an "employee stock purchase plan" within the meaning of Section 423(b) of the Internal Revenue Code of 1986, as amended (the "Code"), and the 423 Component shall be interpreted in accordance with that intent. Under the Non-423 Component, which does not qualify as an "employee stock purchase plan" within the meaning of Section 423(b) of the Code, options will be granted pursuant to rules, procedures or sub-plans adopted by the Administrator designed to comply with applicable laws or achieve tax and other objectives. Except as otherwise provided herein or by the Administrator, the Non-423 Component will operate and be administered in the same manner as the 423 Component. Unless otherwise defined herein, capitalized terms in this Plan shall have the meaning ascribed to them in Section 11. View More

Issuance of Shares. Subject to the foregoing conditions, the Corporation, as soon as reasonably practicable after receipt of a proper notice of exercise and without transfer or issue tax or other incidental expense to the person exercising the Option, shall deliver to such person at the principal office of the Corporation, or such other location as may be acceptable to the Corporation and such person, one or more certificates for the shares of Stock with respect to which the Option is exercised. Such shares shall b...e fully paid and nonassessable and shall be issued in the name of such person. However, at the request of the Optionee, such shares may be issued in the names of the Optionee and his or her spouse as (a) joint tenants with right of survivorship, (b) community property, or (c) tenants in common without right of survivorship. View More