As previously disclosed, on August 7, 2023, Purple Innovation, Inc. and certain of its subsidiaries entered into a term loan credit agreement with Callodine Commercial Finance, LLC and a group of financial institutions. Also, on August 7, 2023, the Loan Parties entered into a separate financing arrangement with the Bank of Montreal and a group of financial institutions that provides for a revolving asset-based credit facility. On January 23, 2024, the Loan Parties entered into a Second Amendment to Term Loan Agreement and concurrently therewith an Amended and Restated Credit Agreement (the ?Amended and Restated Credit Agreement), which amended and restated the Term Loan Agreement, with Coliseum Capital Partners, L.P, Blackwell Partners LLC ?

Series A Harvest Small Cap Partners Master, Ltd, Harvest Small Cap Partners, L.P. and HSCP Strategic IV, L.P. (?HSCP? and together with CCP, Blackwell, Harvest Master, and Harvest Partners, the ?Lenders?) and Delaware Trust Company, as administrative agent. The Lenders have agreed to assume the rights and obligations of the Term Loan Lenders under the Term Loan Agreement and, pursuant to the Second Amendment and the Amended and Restated Credit Agreement, have agreed to refinance existing obligations with a term loan in the amount of $61.0 million, to Purple Innovation, LLC, an operating subsidiary of the Company (?Purple LLC?).

Immediately preceding the transaction, net liquidity, including cash and cash equivalents as well as ABL availability, was approximately $26 million. Subsequent to the transaction cash and cash equivalents were approximately $48 million. Certain of the Lenders have also agreed to assume the rights and obligations of the ABL Lenders under the ABL Agreement and Delaware Trust Company (the ?Agent?) has agreed to assume the role of administrative agent under each of the Term Loan Agreement and the ABL Agreement.

In connection with the entry into the Second Amendment and the Amended and Restated Credit Agreement, all obligations under the ABL Agreement have been paid in full and the ABL Agreement has been terminated. The terms of the Amended and Restated Credit Agreement are described in greater detail below. The Second Amendment and the Amended and Restated Credit Agreement, among other things, include the following: provide 61.0 million of debt financing to Purple LLC, funded by the Lenders, providing net proceeds to the Company, after expenses, equal to approximately 27 million; provide for a maturity date of December 31, 2026; provide the ability for Purple LLC to request an additional term loan from the Lenders in an aggregate principal amount not to exceed 19.0 million on terms requested by Purple LLC to the extent agreed to by the Lenders in their discretion; grant a security interest to the Lenders in substantially all of the assets (subject to certain limited exceptions) of the Loan Parties to secure the Loan Parties?

obligations under the Amended and Restated Credit Agreement and the other agreements contemplated thereby (including all outstanding loans as of the date of the Amended and Restated Credit Agreement), including a security interest in the intellectual property owned by the Loan Parties and the intellectual property licenses held by the Loan Parties pursuant to the Amended and Restated Credit Agreement and an Amended and Restated Pledge and Security Agreement among the Loan Parties and the Agent;provide that the Loan Parties (other than Purple LLC), will provide an unconditional guaranty of the payment of all obligations and liabilities of Purple LLC under the Amended and Restated Credit Agreement; and remove restrictions and requirements customarily associated with an asset-based loan. The Loan bears interest at a rate equal to (i) the secured overnight financing rate as administered by the Federal Reserve Bank of New York, with a floor of 3.5% per annum, plus (ii) 8.25% per annum (or, if Purple LLC elects to pay interest in kind, 10.25% per annum). Any pre-payments on or after August 7, 2024 but before August 7, 2025 are subject to a pre-payment penalty of 1.25%, and any pre-payments on or after August 7, 2025 are subject to a pre-payment penalty of 2.50%.

Purple LLC may elect for interest to be capitalized and added to the principal amount. The Amended and Restated Credit Agreement and agreements ancillary thereto provide for certain remedies to the Lenders in the event of customary events of default. The Amended and Restated Credit Agreement also provides for standard indemnification of the Lenders and contains representations, warranties and certain covenants of the Loan Parties.

While any amounts are outstanding under the Amended and Restated Credit Agreement, the Loan Parties are subject to a number of affirmative and negative covenants, including covenants regarding dispositions of property, investments, forming or acquiring subsidiaries, business combinations or acquisitions, incurrence of additional indebtedness and transactions with affiliates, among other customary covenants. The Loan Parties are also restricted from paying dividends or making other distributions or payments on its capital stock, subject to limited exceptions. In addition, the Company issued to the Lenders warrants (the ?Warrants?) to purchase 20,000,000 shares of the Company?s Class A Stock at a price of $1.50 per share, subject to certain adjustments.

The terms of the Warrants are described in greater detail below. The representations, warranties and covenants contained in the Amended and Restated Credit Agreement will be made only for purposes of the Amended and Restated Credit Agreement and as of specific dates; are solely for the benefit of the parties to the Amended and Restated Credit Agreement; and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by each contracting party to the other for the purposes of allocating contractual risk between them that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company or the Lenders or any of their respective subsidiaries, affiliates, businesses or stockholders.

Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Amended and Restated Credit Agreement, which subsequent information may or may not be fully reflected in public disclosures or statements by the Company or the Lenders. Accordingly, investors should read the representations and warranties in the Amended and Restated Credit Agreement not in isolation but only in conjunction with the other information about the Company or the Lenders and their respective subsidiaries that the respective companies include in reports, statements and other filings made with the U.S. Securities and Exchange Commission.