Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

On December 13, 2024, the wholly-owned subsidiaries of Lulu's Fashion Lounge Holdings, Inc. ("Lulus" or the "Company") entered into a Third Amendment (the "Amendment") to that certain Credit Agreement dated as of November 15, 2021 (as amended, modified, supplemented, increased, extended, restated, renewed, refinanced and replaced from time to time, the "Credit Agreement") with Bank of America, N.A. ("BoA"), as administrative agent and the lenders party thereto. The Amendment provides a limited waiver to the provision under the Credit Agreement that requires the Company to comply with the financial covenants for the period of four fiscal quarters ended on or about September 30, 2024.

Pursuant to the Amendment, the Company will be required to, among other things, not permit unrestricted cash and cash equivalents as determined on a consolidated basis and tested weekly to be less than certain specified minimum amounts. The Amendment also requires the payment of certain consent fees and increases the interest rates payable under the Credit Agreement for periods commencing on or after December 13, 2024 and February 1, 2025, respectively, as follows: (a) in the case of Base Rate Loans, the Base Rate plus (i) 3.25% commencing on December 13, 2024 and (ii) 4.00% commencing on February 1, 2025 (increased from a margin of 2.75%), (b) in the case of Term SOFR Loans, Term SOFR (subject to a credit spread adjustment of 10 basis points) plus (i) 4.25% commencing on December 13, 2024 and (ii) 5.00% commencing on February 1, 2025 (increased from a margin of 3.75%), and (c) the Letter of Credit Fee of (i) 4.25% commencing on December 13, 2024 and (ii) 5.00% commencing on February 1, 2025 (increased from 3.75%) (all capitalized terms used herein are defined in the Credit Agreement).

The foregoing description of the Amendment is a summary only and is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.