Item 1.01 Entry into a Material Definitive Agreement.
In connection with the initial public offering (the "Offering") by
• the Amended and Restated Limited Liability Company Agreement ofBrilliant Earth, LLC , aDelaware limited liability company (the "LLC"), datedSeptember 22, 2021 , by and among the Company and its Members (as defined therein) (the "A&R LLCA"); • the Tax Receivable Agreement, datedSeptember 22, 2021 , by and among the Company, the LLC and its Members (as defined therein); • the Registration Rights Agreement, datedSeptember 22, 2021 , by and among the Company and the Original Equity Owners (as defined therein); and • the Stockholders Agreement, datedSeptember 22, 2021 , by and among the Company, the LLC and the Original Members (as defined therein).
The A&R LLCA, Tax Receivable Agreement, Registration Rights Agreement and Stockholders Agreement are filed herewith as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and are incorporated herein by reference. The terms of these agreements are substantially the same as the terms set forth in the forms of such agreements previously filed as exhibits to the Registration Statement and as described therein. Certain parties to certain of these agreements have various relationships with the Company. For further information, see "Certain Relationships and Related Party Transactions" in the Prospectus.
Item 3.02 Unregistered Sales of
Simultaneously with the consummation of the Offering, the Company issued (i)
35,542,035 shares of Class B common stock of the Company, par value
No underwriters were involved in the issuance and sale of the shares of Class B common stock or the issuance of shares of Class C common stock pursuant to the Exchange. The shares of Class B common stock and Class C common stock were issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act on the basis that the transaction did not involve a public offering.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under Item 5.03 below is incorporated by reference in this Item 3.03.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
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Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.1 Amended and Restated Certificate of Incorporation ofBrilliant Earth Group, Inc. 3.2 Amended and Restated Bylaws ofBrilliant Earth Group, Inc. 10.1 Amended and Restated Limited Liability Company Agreement ofBrilliant Earth, LLC , dated as ofSeptember 22, 2021 10.2 Tax Receivable Agreement, dated as ofSeptember 22, 2021 , by and amongBrilliant Earth Group, Inc. ,Brilliant Earth LLC and its Members 10.3 Registration Rights Agreement, datedSeptember 22, 2021 , by and amongBrilliant Earth Group, Inc. ,Brilliant Earth LLC and its Original Equity Owners 10.4 Stockholders Agreement, datedSeptember 22, 2021 , by and amongBrilliant Earth Group, Inc. ,Brilliant Earth LLC and the Original Members 10.5 Offer letter, dated as ofSeptember 22, 2021 , by and betweenBrilliant Earth Group, Inc. andBeth Gerstein 10.6 Offer letter, dated as ofSeptember 22, 2021 , by and betweenBrilliant Earth Group, Inc. andEric Grossman 10.7 Offer letter, dated as ofSeptember 22, 2021 , by and betweenBrilliant Earth Group, Inc. andJeffrey Kuo
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