S-8

As filed with the Securities and Exchange Commission on March 14, 2024

Registration No. 333-     

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Purple Innovation, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	47-4078206
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
4100 North Chapel Ridge Road, Suite 200 Lehi, UT	84043
(Address of Principal Executive Offices)	(Zip Code)

Vogensen Inducement Performance Stock Unit Grant Agreement

McDermott Inducement Performance Stock Unit Grant Agreement

Vogensen Inducement Restricted Stock Unit Grant Agreement

McDermott Inducement Restricted Stock Unit Grant Agreement

(Full Title of the Plan)

Tricia McDermott

Chief Legal Officer

4100 North Chapel Ridge Road, Suite 200

Lehi, UT 84043

(Name and Address of Agent For Service)

(801) 756-2600

(Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Nolan S. Taylor

Dan Lyman

111 South Main Street, Suite 2100

Salt Lake City, UT 84111

(801) 933-7360

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 (the “Registration Statement”) is being filed for the purpose of registering approximately 679,012 shares of the Registrant’s Class A Common Stock, par value $0.0001 per share (“Class A Stock”) consisting of (i) 240,741 shares of Class A Stock issuable under a previously announced inducement performance share unit (“PSU”) grant and 129,630 shares of Class A Stock issuable under a previously announced inducement restricted stock unit (“RSU”) grant to Todd Vogensen, dated March 14, 2024 and (ii) 200,617 shares of Class A Stock issuable under a previously announced inducement PSU grant and 108,024 shares of Class A Stock issuable under a previously announced inducement RSU grant to Tricia McDermott, dated March 14, 2024. The inducement grants to Mr. Vogensen and Ms. McDermott were granted outside the Company’s 2017 Equity Incentive Plan in accordance with the Nasdaq inducement grant exception found in Nasdaq Listing Rule 5635(c)(4). The PSUs have a three-year cliff vesting schedule and are contingent upon the stock price achieving certain performance thresholds. The PSUs will not vest until the end of a three-year vesting period and are contingent upon the stock price achieving certain performance thresholds at the end of that three-year period using a formula that is consistent with the formula used for PSU grants to others, as determined by the Company’s Board of Directors. The RSUs have a vesting schedule of 1/3^rd vesting every 12 months on the anniversary of the grant.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information called for in Part I of Form S-8 is not being filed with or included in this Registration Statement (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”).

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed with the Commission by the Registrant, pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, are hereby incorporated by reference in, and shall be deemed to be a part of, this Registration Statement:

● The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission on March 12, 2024.

● The Registrant’s Current Reports on Form 8-K filed with the Commission on January 23, 2024, January 26, 2024, and February 5, 2024.

● The description of the Registrant’s Class A Stock filed as Exhibit 4.3 of the Form 10-K for the fiscal year ended December 31, 2022 filed with the Commission on March 22, 2023, and any amendment or report filed with the Commission for the purpose of updating the description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of the filing of such documents. The Registrant is not, however, incorporating by reference any documents or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed” with the Commission, including any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Under no circumstances will any information furnished under Items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Current Report on Form 8-K expressly provides to the contrary.

Item 4. Description of Securities.

Not applicable.

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Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent of the Registrant. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaws, agreement, vote of stockholders or disinterested directors or otherwise. The Company’s Second Amended and Restated Certificate of Incorporation and Third Amended and Restated Bylaws provide for indemnification of the Company’s directors and officers to the fullest extent permitted by the DGCL.

Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions or (4) for any transaction from which the director derived an improper personal benefit. The Company’s Second Amended and Restated Certificate of Incorporation provides for such limitation of liability to the fullest extent permitted by the DGCL.

The Company maintains standard policies of insurance under which coverage is provided (1) to the Company’s directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act, while acting in their capacity as directors and officers of the Company, and (2) to the Company with respect to payments which may be made by the Company to such officers and directors pursuant to any indemnification provision contained in the Company’s Second Amended and Restated Certificate of Incorporation and Third Amended and Restated Bylaws or otherwise as a matter of law.

Item 7. Exemption from Registration Claimed.

Not applicable.

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Item 8. Exhibits.

Exhibit Number	Description
4.1	Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q (File No. 001-37523) filed with the SEC on November 6, 2019)
4.2	Third Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-37523) filed with the SEC on April 21, 2023)
4.4	Form of Class A Common Stock certificate (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-37523) filed with the SEC on February 8, 2018)
5.1	Opinion of Dorsey & Whitney LLP*
23.1	Consent of BDO USA, LLP*
23.2	Consent of Dorsey & Whitney LLP (included in Exhibit 5.1 to this Registration Statement)*
24.1	Power of Attorney (included with the signatures in Part II of this Registration Statement)*
99.1	Offer Letter, dated as of September 21, 2023, signed by Tricia McDermott*
99.2	Offer Letter, dated as of September 18, 2023, signed by Todd Vogensen (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-37523) filed with the SEC on September 21, 2023)
99.3	Performance Share Unit Agreement between the Company and Tricia McDermott dated March 14, 2023*
99.4	Performance Share Unit Agreement between the Company and Todd Vogensen, dated March 14, 2023*
99.5	Restricted Share Unit Agreement between the Company and Tricia McDermott dated March 14, 2023*
99.6	Restricted Share Unit Agreement between the Company and Todd Vogensen, dated March 14, 2023*
107	Filing Fee Table*

* Filed herewith.

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the Registration Statement.

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(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Lehi, state of Utah, on March 14, 2024.

PURPLE INNOVATION, INC.
By:	/s/ Robert DeMartini
	Robert DeMartini
	Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert DeMartini and Todd Vogensen and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to the registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Robert DeMartini	Chief Executive Officer and Director	March 14, 2024
Robert DeMartini	(Principal Executive Officer)
/s/ Todd Vogensen	Chief Financial Officer	March 14, 2024
Todd Vogensen	(Principal Financial Officer)
/s/ George Ulrich	VP Accounting and Financial Reporting	March 14, 2024
George Ulrich	(Principal Accounting Officer)
/s/ S. Hoby Darling	Director	March 14, 2024
S. Hoby Darling
/s/ Gary DiCamillo	Director	March 14, 2024
Gary DiCamillo
/s/ Adam Gray	Director	March 14, 2024
Adam Gray
/s/ Claudia Hollingsworth	Director	March 14, 2024
Claudia Hollingsworth
/s/ R. Carter Pate	Director	March 14, 2024
R. Carter Pate
/s/ D. Scott Peterson	Director	March 14, 2024
D. Scott Peterson
/s/ Erika Serow	Director	March 14, 2024
Erika Serow

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EX-5.1

Exhibit 5.1

March 14, 2024

Purple Innovation, Inc.

4100 North Chapel Ridge Road, Suite 200

Lehi, UT 84043

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Purple Innovation, Inc., a Delaware corporation (the “Company”), in connection with a Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of up to 679,012 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Stock”), consisting of (i) 129,630 shares of Class A Stock (the “Vogensen RSU Shares”) that may be issued pursuant to a Restricted Share Unit Agreement between the Company and Todd Vogensen, dated March 14, 2024 (the “Vogensen RSU Agreement”), (ii) 240,741 shares of Class A Stock (the “Vogensen PSU Shares”) that may be issued pursuant to a Performance Share Unit Agreement between the Company and Todd Vogensen, dated March 14, 2024 (the “Vogensen PSU Agreement”), (iii) 108,024 shares of Class A Stock (the “McDermott RSU Shares”) that may be issued pursuant to a Restricted Share Unit Agreement between the Company and Tricia McDermott, dated March 14, 2024 (the “McDermott RSU Agreement”), and (iv) 200,617 shares of Class A Stock (the “McDermott PSU Shares” and together with the Vogensen RSU Shares, Vogensen PSU Shares, and McDermott RSU Shares, the “Shares”) that may be issued pursuant to a Performance Share Unit Agreement between the Company and Tricia McDermott, dated March 14, 2024 (the “Vogensen PSU Agreement” and together with the Vogensen RSU Agreement, Vogensen PSU Agreement, and McDermott RSU Agreement, the “Grant Agreements”).

We have examined such documents and have reviewed such questions of law as we have considered necessary or appropriate for the purposes of our opinions set forth below. In rendering our opinions set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons. As to questions of fact material to our opinions, we have relied upon certificates or comparable documents of officers and other representatives of the Company and of public officials.

Based on the foregoing, we are of the opinion that the Shares, when issued and delivered in accordance with the terms of the Grant Agreements, will be validly issued, fully paid and non-assessable.

Our opinions expressed above are limited to the Delaware General Corporation Law.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Dorsey & Whitney LLP

NST/DPL

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

Purple Innovation, Inc.

Lehi, Utah

We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our reports dated March 12, 2024, relating to the consolidated financial statements and the effectiveness of Purple Innovation, Inc.’s internal control over financial reporting, of Purple Innovation, Inc. appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Our report on the effectiveness of internal control over financial reporting expresses an adverse opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023.

/s/ BDO USA, LLP

Salt Lake City, Utah

March 14, 2024

EX-99.1

Exhibit 99.1

September 21st, 2023

Dear Tricia,

On behalf of Purple Innovation, LLC (“Purple” or the “Company”), it is my pleasure to extend to you this written offer outlining the mutually agreed upon terms of your employment. Key points for your employment and compensation include:

Position:

Your position will be Chief Legal Officer reporting to Rob DeMartini, Chief Executive Officer. It is anticipated that your start date will be the week of October 23^rd, 2023.

Base Wage:

Your base pay will be $425,000 annually, paid on a bi-weekly basis, less deductions required by law. Payable in accordance with normal payroll practices of the Company. This is an exempt position. As an exempt employee, you will not be entitled to overtime pay and your salary is intended to cover all hours worked including any hours worked more than 40 in a workweek or overtime as otherwise defined by applicable state law.

Signing Bonus:

You will receive a signing bonus of $100,000 contingent upon your continued employment for two years. The first half of this bonus ($50,000) will be paid upon completion of 30 days of employment with Purple. The second half ($50,000) will be paid upon 6 months of employment with Purple. If you leave Purple by your own choice or are separated from Purple for cause within 24 months of the start date of your employment, you will be responsible for reimbursing the Company a prorated portion of the Signing Bonus.

Annual Bonus:

You will be eligible for an annual short-term cash bonus starting with the year 2024 in accordance with Purple’s short-term cash incentive plan for the applicable year. The bonus target is 50% of your annual base salary for C-Level Executives and the percentage is subject to adjustment, including accelerators, based on both the company’s and your performance as measured against metrics set by the board of directors and your supervisor for the year. Any such bonus will be paid annually in the following calendar year (for example, in 2025 for performance in 2024) after the Company files its annual Form 10-K with the SEC for the applicable year, so long as you continue to be employed and are in good standing on the payment date.

Equity:

As a C-Level Executive, you will be eligible to participate in the long-term equity incentive plan of the Company, as approved by the board of directors. Under the current plan, you will be eligible in this position to receive an equity award in the amount of 75% of your base salary at the time of an award, split between time-based RSU’s and performance-based PSU’s. You will be eligible to receive such awards beginning in 2024 at the same time and on the same conditions as other similarly situated employees. This plan may be changed by the board of directors and performance metrics are set by the board of directors for each award.

Inducement Grant:

In accordance with the prior approval of the board of directors, on the first day trading is allowed under the Company’s Insider Trading Policy on or after your start date, you will be given a one-time equity grant valued at $500,000 based on the market price of the Company’s Class A Common Stock as an inducement grant outside the Company’s 2017 Equity Incentive Plan in accordance with the NASDAQ inducement grant exception found in NASDAQ Listing Rule 5635(c)(4). The market price will be the price of the Company’s Class A Common Stock as traded on Nasdaq to be determined by using the 30-consecutive-trading-day volume weighted average price at the close of market on the day of the grant. This grant will be awarded in PSUs (65%) and RSUs (35%). The PSUs will not vest until the end of a three-year vesting period and are contingent upon the stock price hitting certain performance thresholds at the end of that three-year period using a formula that is consistent with the formula used for PSU grants to others, as determined by the Board.  The RSU’s have a vesting schedule of 1/3^rd vesting every 12 months on the anniversary of the grant. This one-time grant shall not be made under the Purple Innovation, Inc. 2017 Equity Incentive Plan but shall be subject to the terms and conditions of that plan.

Responsibilities and Duties:

As part of the management team, you will manage Purple’s business. You will be paid by Purple and be subject to Purple’s policies.

During your employment with Purple, you will devote your full business time, skill, attention, and best efforts to the performance of your duties, subject to customary carve-outs for charitable or religious activities and management of personal affairs that do not materially interfere with the performance of your duties to the company. You will have such duties and authority as is customary for a C-level executive of a publicly traded company with subsidiaries and as determined from time to time by the Chief Executive Officer. You will comply with all lawful rules, policies, procedures, regulations, and administrative directions as they currently exist and subject to any future modifications by Purple.

As the CLO, you will be provided with D&O insurance at the company’s expense.

Corporate Opportunity:

You are required to submit to the Company all business, commercial and investment opportunities or offers presented to you or of which you become aware and that relate to the business of the Company at any time during your employment. Unless approved by the board of directors, you shall not accept or pursue, directly or indirectly, any corporate opportunities on your own behalf.

Cooperation:

You shall both during and after your employment for the Company cooperate with the Company in any internal investigations or administrative, regulatory or judicial proceedings as reasonably request by the Company (including, without limitation, being available upon reasonable notice for interviews and factual investigations, appearing to give testimony without requiring service of a subpoena or other legal process, volunteering all pertinent information and turning over to the Company all relevant documents which are or may come into your possession. The Company will reimburse you for all reasonable out-of-pocket costs incurred by you in this regard.

Work Schedule and Location:

It is understood that this role is a full-time position based in Lehi, UT. However, you will continue to live in North Carolina and will commute to Lehi per a schedule that you and the CEO align on.

Commuting Benefit:

Purple will reimburse all reasonable airfare, hotel, and taxi travel costs necessary for your commute to Purple from North Carolina. Flights should be booked at least two (2) weeks in advance and should be coach. This will continue until you relocate to Utah or for one (1) year from your start date, whichever occurs first.

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Relocation Costs:

Purple will pay moving costs related to your relocation to Utah for services incurred within 12 months of your start date. You will need to provide three (3) bids from nationally reputable movers and Purple and you will jointly agree upon which service to use. As part of the relocation benefit, Purple will reimburse two (2) round-trip coach flights for you and your partner, booked at least two (2) weeks in advance.

If needed, Purple will also provide $5,000 (grossed up) to be used for a secondary move (temporary Utah residence to a permanent Utah residence).

Benefits:

During your employment, you will be eligible for Purple employee benefits consistent with the Company’s practices and applicable law and in accordance with the terms of the applicable benefit plans and/or Company policies, as they currently exist and subject to any future modifications in the Company’s discretion, to the maximum extent permitted by applicable law. These benefits currently include health, dental, and vision insurance plans, as well as life insurance. You are eligible for the medical, dental, and vision plan on the first of the month following your date of hire. You are also eligible to participate in our 401(k) plan with a 5% company match on the first of the month following a four-month qualification period.

Paid Time Off Allowance:

PTO: The Company has a Flexible PTO policy. Therefore, you are free to take the PTO that you need, with the support and approval of the CEO.

Wellness/Sick Time: You will be receiving a total of 48 hours of wellness/sick time per year, accrued in accordance with the company’s wellness/sick policy.

Holiday: Purple currently provides 10 paid holidays per year.

Purple Perks:

Free Mattress: You will be eligible for a free Purple mattress of your choice, after 30 days of employment per the company’s policy.

Sabbatical: On the anniversary of your 7th year of employment you will be eligible for 4 paid weeks of sabbatical per the company’s policy.

Cell Phone Reimbursement: You will receive a $50 monthly stipend toward cell phone reimbursement.

Wellness Reimbursement: You will be reimbursed up to $100 per calendar year for any wellness expenses (gym membership, personal equipment, chiropractic care, etc.), subject to any changes in Purple’s current policy.

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At-Will Employment:

This letter is merely a summary of the principal terms of our employment offer and is not a contract of employment for any definite period of time and does not otherwise confer any contractual rights whatsoever. .In accepting our offer of employment, you certify your understanding that your employment will be on an at-will basis. As an at-will employee, you will be free to terminate your employment with the company at any time, with or without cause or advance notice. Similarly, the company is free to conclude its employment relationship with you at any time, with or without cause, or advance notice. At-Will status only may be modified on an individual or collective basis via a written contract or agreement signed by an authorized representative of the Company.

As with any employment at will, all compensations, benefits, work assignments, etc. are subject to change in accordance with the needs of the company, with the exception of any vested contractual rights. In addition, Purple will provide you with the necessary materials and equipment to effectively perform the responsibilities of your position. Any equipment, proprietary information, or other materials must be returned to the company upon termination for any reason.

Drug/Alcohol Testing:

By accepting this offer: You acknowledge yourself as being free of inappropriate drug or alcohol use; and you accept that Purple has a smoke-free workplace policy and a drug/alcohol-free workplace program which could include ongoing random or comprehensive testing of all employees or single employees.

Offer Conditions:

This offer is contingent upon successful results of a lawful background check and drug screen, and your execution of an agreement to protect the intellectual property and other rights of Purple and its affiliated companies. Consideration of any background check will be tailored to the requirements of the job as well as any limitations pursuant to applicable law. By signing below, you acknowledge that you will be required to execute any necessary consents to perform such checks.

This letter supersedes any prior or subsequent oral or written representations regarding the terms of potential employment with the Company. By signing below, you acknowledge that you are not relying on any representations other than those set forth in this letter.

I am confident that you will find this position both challenging and rewarding. We look forward to your contributions and success with Purple. If the terms set forth in this letter are acceptable to you, please sign and date the letter and return. You will then be asked to complete several pre-employment steps, which will be sent by our HR Ops team.

Welcome to Purple!
Sincerely,
/s/ Rob DeMartini	September 21, 2023
Rob DeMartini
Chief Executive Officer

I accept this employment offer:

/s/ Tricia McDermott	September 21, 2023
Tricia McDermott

Estimated Employment Start Date: The week of October 23^rd, 2023.

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EX-99.3

Exhibit 99.3

Purple Innovation, Inc.

INDUCEMENT GRANT

Performance Share Unit Agreement

Purple Innovation, Inc., a Delaware corporation (the “Company”), hereby grants to Participant identified below, as of the below Date of Grant, the right to receive shares of Class A common stock, par value $0.0001 per share, in an amount initially equal to the Target Number of Shares specified below on the terms and conditions contained in this Performance Share Unit Agreement (including the Schedule attached hereto, the “Agreement”). This grant of Performance Share Units is made outside of the Purple Innovation, Inc. 2017 Equity Incentive Plan (the “Plan”) as an inducement grant in accordance with the Nasdaq inducement grant exception found in Nasdaq Listing Rule 5635(c)(4). Any capitalized term used but not defined in this Agreement shall have the meaning given to the term in the Plan or the Company’s 2019 Long-Term Equity Incentive Plan (the “LTIP”) as they currently exist or may hereafter be amended.

1. Name of Participant: Tricia McDermott

2. Target Number of Shares: 200,617 shares (the “Target Shares”) of Class A Common Stock of Purple Innovation, Inc. The number of Target Shares that may actually be earned and become eligible to vest pursuant to this Agreement can be between 0% and 100% of this Target Number of Shares but may not exceed 100% of the Target Shares.

3. Date of Grant: March 14, 2024

4. Performance Period: Except as provided in Section 9(b) of this Agreement, the performance period for purposes of determining whether and to what extent Target Shares will be issued under a Performance Award (as defined below) shall be the period commencing on the Date of Grant and ending on March 14, 2027 (the “Performance Period”).

5. Performance Goals: The performance goals for purposes of determining whether and to what extent Target Shares will be issued under this Agreement are set forth in the attached Performance Goals Schedule.

6. Vesting: Vesting of the Target Shares is contingent upon the achievement of the performance goals, as set forth in the attached Performance Goals Schedule and as determined and certified by the Human Capital & Compensation Committee of the Board of Directors (the “Committee”) in accordance with the terms described in Section 9 of the Plan after the end of the Performance Period. The number of Target Shares that vest, if any, may be adjusted by the Committee to the extent permitted by this Agreement and the Plan. The final vested award certified by the Committee is referred to as the “Performance Award.” Subject to Sections 8 and 9 of this Agreement, the distribution of any Target Shares in a number determined by the Performance Award (the “Distributed Shares”) will be deferred until after the conclusion of the Performance Period in accordance with Section 7 of this Agreement.

7. Distribution: Any Distributed Shares to be distributed under this Agreement shall be distributed as soon as administratively practicable after certification of a Performance Award by the Committee, but no later than two and one-half months following the end of the Performance Period for which such certification occurred. The Committee may, in its sole discretion, elect to pay Participant the value of all or any portion of the Performance Award in cash, based upon the closing price of a share on the business day immediately prior to the date of distribution of the Distributed Shares.

8. Termination of Employment: (a) Except as described in this Section and Section 9 of this Agreement, in the event Participant’s employment is terminated prior to the payment of the Performance Award, either with Distributed Shares or cash, this Agreement and Participant’s rights to receive any portion of the Performance Award shall be immediately and irrevocably forfeited, unless Participant’s termination occurs on or after October 23, 2024 by reason of involuntary termination by the Company without Cause on or within twelve months after a Change in Control.

(b) In the event Participant’s employment is terminated on or after October 23, 2024 and prior to the end of the Performance Period by reason of involuntary termination by the Company without Cause on or within twelve months after a Change in Control then, Subject to Section 9, Participant shall be entitled to receive a pro-rata distribution (calculated based on the days elapsed in the Performance Period prior to the employment termination date divided by the total days in the Performance Period) of the Performance Award determined by the Committee, in its sole discretion, after completion of the Performance Period to be paid based on the attached Performance Goals Schedule with the pro-rata payment being calculated based on the performance goals attained as of the date of the termination or the end of the Performance Period, whichever produces a lower amount. In the event Participant’s employment is terminated by reason of an involuntary termination by the Company without cause on or within twelve months after completion of the Performance Period but prior to certification and distribution of the Performance Award then, subject to Section 9, Participant shall be entitled to receive the Performance Award determined by the Committee after completion of the Performance Period to be distributed, in its sole discretion, based on the attached Performance Goals Schedule. Such distributions will be made at the same time that distributions are made to active employees.

9. Change in Control: In the event of a Change in Control, the Committee may make any adjustments to the Target Shares, Performance Period, performance goals or any other terms and conditions of this Agreement in accordance with the terms of Section 12 of the Plan.

10. Income Taxes: Participant is solely liable and responsible for any federal and state income or other taxes applicable upon the distribution to Participant of any Distributed Shares or other payments under this Agreement, the Company has no duty or obligation to minimize the tax consequences of this grant or distribution to Participant and will not be liable to Participant for any adverse tax consequences to the Participant in connection with this Agreement, and Participant acknowledge that he or she should consult with Participant’s own tax advisor regarding the applicable tax consequences. Upon the distribution of Distributed Shares, Participant shall promptly pay to the Company in cash, or in previously acquired shares of the Company common stock having a fair market value equal to the amount of all applicable taxes required by the Company to be withheld or collected upon the distribution of the Distributed Shares. In the alternative, prior to the end of the Performance Period, Participant may direct the Company to withhold from the Distributed Shares otherwise to be distributed the number of shares having a fair market value equal to the amount of all applicable taxes required by the Company to be withheld upon the distribution of the Distributed Shares. Participant acknowledges that no shares will be distributed to Participant or Participant’s estate, notwithstanding any Performance Award, unless and until Participant has satisfied any obligation for withholding taxes as provided in this Agreement.

2

11. Policies & Guidelines: This Agreement, the Target Shares, the Distributed Shares, and any equivalent replacement securities shall be subject to the Company’s clawback policy and equity ownership guidelines approved by the Board of Directors as they may be amended from time to time.

12. Restrictions. Participant’s rights in any Target Shares, Distributed Shares, or any equivalent replacement securities covered by this Agreement shall be subject to the following restrictions during and after the Performance Period: (a) Until any Distributed Shares are distributed to Participant under Section 7, neither Participant nor anyone claiming through Participant shall have any rights as a shareholder under this Agreement, including the right to vote or to receive dividends, stock dividends or other non-cash distributions; and (b) Participant may not transfer, sell, assign, or pledge the right to receive the Target Shares or Distributed Shares, other than by will or the laws of descent and distribution, or as otherwise permitted by the Committee in the same manner as set forth in Section 15(a) of the Plan, and any such attempted transfer shall be void.

The Participant hereby acknowledges receipt of a copy of the Plan and LTIP as presently in effect. The text and all of the terms and provisions of the Plan are incorporated herein by reference, and this grant is subject to these terms and provisions in all respects. For the avoidance of doubt, although subject generally to the same terms and conditions of the Plan by reference to the Plan, this grant is being made as an inducement grant under Nasdaq Listing Rule 5635(c)(4) and is not being made under the Plan. This grant also is subject to Participant’s compliance with all other agreements between Participant and the Company, including but not limited to those agreements entered into at the beginning of Participant’s employment.

PURPLE INNOVATION, INC.
By:	/s/ Rob DeMartini	March 14, 2024
	Rob DeMartini	Dated
	Chief Executive Officer
Agreed to and Accepted by:
By:	/s/ Tricia McDermott	March 14, 2024
	Tricia McDermott	Dated

3

Performance Goals Schedule

Subject to the terms of this Agreement, vesting of the Target Award is contingent upon achievement of the 60-consecutive trading-day volume weighted average price (“VWAP”) of the Class A Common Stock of Purple Innovation, Inc. targets identified in the chart below and as determined and certified by the Committee in accordance with the Plan after the end of the Performance Period. The distribution of Distributed Shares will be deferred until after the conclusion of the Performance Period, provided that the participant continues to be employed by the Company at the time of such distribution, except as provided in the Agreement. For purposes hereof, “60-consecutive trading-day” VWAP will be determined as of the last day of the Performance Period. Vesting for achievement between targets will be subject to straight-line interpolation. These targets will be subject to adjustment by the Committee in accordance with Section 12 of the Plan.

Target 60-Consecutive Trading-Day VWAP	% of Performance Share Units Earned
$____	0%
$____	25%
$____	50%
$____	75%
$____	100%

4

EX-99.4

Exhibit 99.4

Purple Innovation, Inc.

INDUCEMENT GRANT

Performance Share Unit Agreement

Purple Innovation, Inc., a Delaware corporation (the “Company”), hereby grants to Participant identified below, as of the below Date of Grant, the right to receive shares of Class A common stock, par value $0.0001 per share, in an amount initially equal to the Target Number of Shares specified below on the terms and conditions contained in this Performance Share Unit Agreement (including the Schedule attached hereto, the “Agreement”). This grant of Performance Share Units is made outside of the Purple Innovation, Inc. 2017 Equity Incentive Plan (the “Plan”) as an inducement grant in accordance with the Nasdaq inducement grant exception found in Nasdaq Listing Rule 5635(c)(4). Any capitalized term used but not defined in this Agreement shall have the meaning given to the term in the Plan or the Company’s 2019 Long-Term Equity Incentive Plan (the “LTIP”) as they currently exist or may hereafter be amended.

1. Name of Participant: Todd Vogensen

2. Target Number of Shares: 240,741 shares (the “Target Shares”) of Class A Common Stock of Purple Innovation, Inc. The number of Target Shares that may actually be earned and become eligible to vest pursuant to this Agreement can be between 0% and 100% of this Target Number of Shares but may not exceed 100% of the Target Shares.

3. Date of Grant: March 14, 2024

4. Performance Period: Except as provided in Section 9(b) of this Agreement, the performance period for purposes of determining whether and to what extent Target Shares will be issued under a Performance Award (as defined below) shall be the period commencing on the Date of Grant and ending on March 14, 2027 (the “Performance Period”).

5. Performance Goals: The performance goals for purposes of determining whether and to what extent Target Shares will be issued under this Agreement are set forth in the attached Performance Goals Schedule.

6. Vesting: Vesting of the Target Shares is contingent upon the achievement of the performance goals, as set forth in the attached Performance Goals Schedule and as determined and certified by the Human Capital & Compensation Committee of the Board of Directors (the “Committee”) in accordance with the terms described in Section 9 of the Plan after the end of the Performance Period. The number of Target Shares that vest, if any, may be adjusted by the Committee to the extent permitted by this Agreement and the Plan. The final vested award certified by the Committee is referred to as the “Performance Award.” Subject to Sections 8 and 9 of this Agreement, the distribution of any Target Shares in a number determined by the Performance Award (the “Distributed Shares”) will be deferred until after the conclusion of the Performance Period in accordance with Section 7 of this Agreement.

7. Distribution: Any Distributed Shares to be distributed under this Agreement shall be distributed as soon as administratively practicable after certification of a Performance Award by the Committee, but no later than two and one-half months following the end of the Performance Period for which such certification occurred. The Committee may, in its sole discretion, elect to pay Participant the value of all or any portion of the Performance Award in cash, based upon the closing price of a share on the business day immediately prior to the date of distribution of the Distributed Shares.

8. Termination of Employment: (a) Except as described in this Section and Section 9 of this Agreement, in the event Participant’s employment is terminated prior to the payment of the Performance Award, either with Distributed Shares or cash, this Agreement and Participant’s rights to receive any portion of the Performance Award shall be immediately and irrevocably forfeited, unless Participant’s termination occurs on or after October 16, 2024 by reason of involuntary termination by the Company without Cause on or within twelve months after a Change in Control.

(b) In the event Participant’s employment is terminated on or after October 16, 2024 and prior to the end of the Performance Period by reason of involuntary termination by the Company without Cause on or within twelve months after a Change in Control then, Subject to Section 9, Participant shall be entitled to receive a pro-rata distribution (calculated based on the days elapsed in the Performance Period prior to the employment termination date divided by the total days in the Performance Period) of the Performance Award determined by the Committee, in its sole discretion, after completion of the Performance Period to be paid based on the attached Performance Goals Schedule with the pro-rata payment being calculated based on the performance goals attained as of the date of the termination or the end of the Performance Period, whichever produces a lower amount. In the event Participant’s employment is terminated by reason of an involuntary termination by the Company without cause on or within twelve months after completion of the Performance Period but prior to certification and distribution of the Performance Award then, subject to Section 9, Participant shall be entitled to receive the Performance Award determined by the Committee after completion of the Performance Period to be distributed, in its sole discretion, based on the attached Performance Goals Schedule. Such distributions will be made at the same time that distributions are made to active employees.

9. Change in Control: In the event of a Change in Control, the Committee may make any adjustments to the Target Shares, Performance Period, performance goals or any other terms and conditions of this Agreement in accordance with the terms of Section 12 of the Plan.

10. Income Taxes: Participant is solely liable and responsible for any federal and state income or other taxes applicable upon the distribution to Participant of any Distributed Shares or other payments under this Agreement, the Company has no duty or obligation to minimize the tax consequences of this grant or distribution to Participant and will not be liable to Participant for any adverse tax consequences to the Participant in connection with this Agreement, and Participant acknowledge that he or she should consult with Participant’s own tax advisor regarding the applicable tax consequences. Upon the distribution of Distributed Shares, Participant shall promptly pay to the Company in cash, or in previously acquired shares of the Company common stock having a fair market value equal to the amount of all applicable taxes required by the Company to be withheld or collected upon the distribution of the Distributed Shares. In the alternative, prior to the end of the Performance Period, Participant may direct the Company to withhold from the Distributed Shares otherwise to be distributed the number of shares having a fair market value equal to the amount of all applicable taxes required by the Company to be withheld upon the distribution of the Distributed Shares. Participant acknowledges that no shares will be distributed to Participant or Participant’s estate, notwithstanding any Performance Award, unless and until Participant has satisfied any obligation for withholding taxes as provided in this Agreement.

11. Policies & Guidelines: This Agreement, the Target Shares, the Distributed Shares, and any equivalent replacement securities shall be subject to the Company’s clawback policy and equity ownership guidelines approved by the Board of Directors as they may be amended from time to time.

2

12. Restrictions. Participant’s rights in any Target Shares, Distributed Shares, or any equivalent replacement securities covered by this Agreement shall be subject to the following restrictions during and after the Performance Period: (a) Until any Distributed Shares are distributed to Participant under Section 7, neither Participant nor anyone claiming through Participant shall have any rights as a shareholder under this Agreement, including the right to vote or to receive dividends, stock dividends or other non-cash distributions; and (b) Participant may not transfer, sell, assign, or pledge the right to receive the Target Shares or Distributed Shares, other than by will or the laws of descent and distribution, or as otherwise permitted by the Committee in the same manner as set forth in Section 15(a) of the Plan, and any such attempted transfer shall be void.

The Participant hereby acknowledges receipt of a copy of the Plan and LTIP as presently in effect. The text and all of the terms and provisions of the Plan are incorporated herein by reference, and this grant is subject to these terms and provisions in all respects. For the avoidance of doubt, although subject generally to the same terms and conditions of the Plan by reference to the Plan, this grant is being made as an inducement grant under Nasdaq Listing Rule 5635(c)(4) and is not being made under the Plan. This grant also is subject to Participant’s compliance with all other agreements between Participant and the Company, including but not limited to those agreements entered into at the beginning of Participant’s employment.

PURPLE INNOVATION, INC.
By:	/s/ Rob DeMartini	March 14, 2024
	Rob DeMartini	Dated
	Chief Executive Officer
Agreed to and Accepted by:
By:	/s/ Todd Vogensen	March 14, 2024
	Todd Vogensen	Dated

3

Performance Goals Schedule

Subject to the terms of this Agreement, vesting of the Target Award is contingent upon achievement of the 60-consecutive trading-day volume weighted average price (“VWAP”) of the Class A Common Stock of Purple Innovation, Inc. targets identified in the chart below and as determined and certified by the Committee in accordance with the Plan after the end of the Performance Period. The distribution of Distributed Shares will be deferred until after the conclusion of the Performance Period, provided that the participant continues to be employed by the Company at the time of such distribution, except as provided in the Agreement. For purposes hereof, “60-consecutive trading-day” VWAP will be determined as of the last day of the Performance Period. Vesting for achievement between targets will be subject to straight-line interpolation. These targets will be subject to adjustment by the Committee in accordance with Section 12 of the Plan.

Target 60-Consecutive Trading-Day VWAP	% of Performance Share Units Earned
$____	0%
$____	25%
$____	50%
$____	75%
$____	100%

4

EX-99.5

Exhibit 99.5

Purple Innovation, Inc.

INDUCEMENT GRANT

Restricted Share Unit Agreement

Purple Innovation, Inc., a Delaware corporation (the “Company”), hereby grants to Participant identified below, as of the below Date of Grant, the right to receive shares of Class A Common Stock, par value $0.0001 per share, in an amount equal to the Number of Shares specified below on the terms and conditions contained in this Restricted Share Unit Agreement (the “Agreement”). This grant of Restricted Share Units is made outside of the Purple Innovation, Inc. 2017 Equity Incentive Plan (the “Plan”) as an inducement grant in accordance with the Nasdaq inducement grant exception found in Nasdaq Listing Rule 5635(c)(4). Any capitalized term used but not defined in this Agreement shall have the meaning given to the term in the Plan and the Company’s 2019 Long-Term Equity Incentive Plan (the “LTIP”) as they currently exist or may hereafter be amended.

1. Name of Participant: Tricia McDermott

2. Number of Shares: 108,024 shares (the “Restricted Shares”) of Class A Common Stock of Purple Innovation, Inc.

3. Date of Grant: March 14, 2024

4. Vesting Period: Except as provided in Sections 5 and 6 of this Agreement, the Restricted Shares to be issued under this Agreement shall be subject to three-year ratable vesting with one-third (1/3) of the grant vesting on March 14, 2025, one-half (1/2) of the remainder on March 14, 2026, and the balance on March 14, 2027, with fractional numbers rounded down to the nearest whole number (the “Vesting Period”). Vesting during the Vesting Period is subject to the Participant continuing to be employed by the Company. Subject to this Agreement and the terms described in Section 9 of the Plan, the shares to be distributed under this Agreement shall be issued and distributed as soon as administratively practicable after the restriction is lifted upon vesting (the “Distributed Shares”) during the Vesting Period.

5. Termination of Employment: Except as described in this Section and Section 6 of this Agreement, in the event Participant’s employment is terminated prior to the end of the Vesting Period, Participant’s rights to vesting that has not occurred shall be immediately and irrevocably forfeited; provided, however, if Participant’s termination occurs on or after October 23, 2024 by reason of involuntary termination by the Company without Cause on or within twelve months after a Change in Control then, subject to Section 6, one hundred percent (100%) of Participant’s Restricted Shares shall vest and become payable upon such termination of employment.

6. Change in Control: In the event of a Change in Control, the Company may make any adjustments to the Restricted Shares, the Vesting Period or any other terms and conditions of this Agreement in accordance with the terms of Section 12 of the Plan.

7. Income Taxes: Participant is solely liable and responsible for any federal and state income or other taxes applicable upon the distribution to Participant of any Distributed Shares or other payments under this Agreement, the Company has no duty or obligation to minimize the tax consequences of this grant, vesting or distributions under this Agreement to the Participant and will not be liable to Participant for any adverse tax consequences to Participant in connection with this Agreement, and Participant acknowledges that he or she should consult Participant’s own tax advisor regarding the applicable tax consequences. Upon the distribution of Distributed Shares, Participant shall promptly pay to the Company in cash, or in previously acquired shares of the Company common stock having a fair market value equal to the amount of all applicable taxes required by the Company to be withheld or collected upon the distribution of the Distributed Shares. In the alternative, prior to vesting, Participant may direct the Company to withhold from the Distributed Shares otherwise to be distributed the number of shares having a fair market value equal to the amount of all applicable taxes required by the Company to be withheld upon the distribution of the Distributed Shares. Participant acknowledges that no shares will be distributed to Participant, notwithstanding any vesting, unless and until Participant has satisfied any obligation for withholding taxes as provided in this Agreement.

8. Policies & Guidelines: This Agreement, the Restricted Shares, the Distributed Shares, and any equivalent replacement securities shall be subject to the Company’s clawback policy and equity ownership guidelines approved by the Board of Directors as they may be amended from time to time.

9. Restrictions. Participant’s rights in any Restricted Shares, Distributed Shares, or any equivalent securities covered by this Agreement shall be subject to the following restrictions before and after the above Vesting Period: (a) Until any Distributed Shares are distributed to Participant under Section 4, neither Participant nor anyone claiming through Participant shall have any rights as a shareholder under this Agreement, including the right to vote or to receive dividends, stock dividends or other non-cash distributions; and (b) Participant may not transfer, sell, assign, or pledge the right to receive the Restricted Shares or Distributed Shares, other than by will or the laws of descent and distribution, or as otherwise permitted by the Committee in the same manner as set forth in Section 15(b) of the Plan, and any such attempted transfer shall be void.

The Participant hereby acknowledges receipt of a copy of the Plan and LTIP as presently in effect. The text and all of the terms and provisions of the Plan are incorporated herein by reference, and this grant is subject to these terms and provisions in all respects. For the avoidance of doubt, although subject generally to the same terms and conditions of the Plan by reference to the Plan, this grant is being made as an inducement grant under Nasdaq Listing Rule 5635(c)(4) and is not being made under the Plan. This grant also is subject to Participant’s compliance with all other agreements between Participant and the Company, including but not limited to those agreements entered into at the beginning of Participant’s employment.

PURPLE INNOVATION, INC.
By:	/s/ Rob DeMartini	March 14, 2024
	Rob DeMartini	Dated
	Chief Executive Officer
Agreed to and Accepted by:
By:	/s/ Tricia McDermott	March 14, 2024
	Tricia McDermott	Dated

EX-99.6

Exhibit 99.6

Purple Innovation, Inc.

INDUCEMENT GRANT

Restricted Share Unit Agreement

Purple Innovation, Inc., a Delaware corporation (the “Company”), hereby grants to Participant identified below, as of the below Date of Grant, the right to receive shares of Class A Common Stock, par value $0.0001 per share, in an amount equal to the Number of Shares specified below on the terms and conditions contained in this Restricted Share Unit Agreement (the “Agreement”). This grant of Restricted Share Units is made outside of the Purple Innovation, Inc. 2017 Equity Incentive Plan (the “Plan”) as an inducement grant in accordance with the Nasdaq inducement grant exception found in Nasdaq Listing Rule 5635(c)(4). Any capitalized term used but not defined in this Agreement shall have the meaning given to the term in the Plan and the Company’s 2019 Long-Term Equity Incentive Plan (the “LTIP”) as they currently exist or may hereafter be amended.

1. Name of Participant: Todd Vogensen

2. Number of Shares: 129,630 shares (the “Restricted Shares”) of Class A Common Stock of Purple Innovation, Inc.

3. Date of Grant: March 14, 2024

4. Vesting Period: Except as provided in Sections 5 and 6 of this Agreement, the Restricted Shares to be issued under this Agreement shall be subject to three-year ratable vesting with one-third (1/3) of the grant vesting on March 14, 2025, one-half (1/2) of the remainder on March 14, 2026, and the balance on March 14, 2027, with fractional numbers rounded down to the nearest whole number (the “Vesting Period”). Vesting during the Vesting Period is subject to the Participant continuing to be employed by the Company. Subject to this Agreement and the terms described in Section 9 of the Plan, the shares to be distributed under this Agreement shall be issued and distributed as soon as administratively practicable after the restriction is lifted upon vesting (the “Distributed Shares”) during the Vesting Period.

5. Termination of Employment: Except as described in this Section and Section 6 of this Agreement, in the event Participant’s employment is terminated prior to the end of the Vesting Period, Participant’s rights to vesting that has not occurred shall be immediately and irrevocably forfeited; provided, however, if Participant’s termination occurs on or after October 16, 2024 by reason of involuntary termination by the Company without Cause on or within twelve months after a Change in Control then, subject to Section 6, one hundred percent (100%) of Participant’s Restricted Shares shall vest and become payable upon such termination of employment.

6. Change in Control: In the event of a Change in Control, the Company may make any adjustments to the Restricted Shares, the Vesting Period or any other terms and conditions of this Agreement in accordance with the terms of Section 12 of the Plan.

7. Income Taxes: Participant is solely liable and responsible for any federal and state income or other taxes applicable upon the distribution to Participant of any Distributed Shares or other payments under this Agreement, the Company has no duty or obligation to minimize the tax consequences of this grant, vesting or distributions under this Agreement to the Participant and will not be liable to Participant for any adverse tax consequences to Participant in connection with this Agreement, and Participant acknowledges that he or she should consult Participant’s own tax advisor regarding the applicable tax consequences. Upon the distribution of Distributed Shares, Participant shall promptly pay to the Company in cash, or in previously acquired shares of the Company common stock having a fair market value equal to the amount of all applicable taxes required by the Company to be withheld or collected upon the distribution of the Distributed Shares. In the alternative, prior to vesting, Participant may direct the Company to withhold from the Distributed Shares otherwise to be distributed the number of shares having a fair market value equal to the amount of all applicable taxes required by the Company to be withheld upon the distribution of the Distributed Shares. Participant acknowledges that no shares will be distributed to Participant, notwithstanding any vesting, unless and until Participant has satisfied any obligation for withholding taxes as provided in this Agreement.

8. Policies & Guidelines: This Agreement, the Restricted Shares, the Distributed Shares, and any equivalent replacement securities shall be subject to the Company’s clawback policy and equity ownership guidelines approved by the Board of Directors as they may be amended from time to time.

9. Restrictions. Participant’s rights in any Restricted Shares, Distributed Shares, or any equivalent securities covered by this Agreement shall be subject to the following restrictions before and after the above Vesting Period: (a) Until any Distributed Shares are distributed to Participant under Section 4, neither Participant nor anyone claiming through Participant shall have any rights as a shareholder under this Agreement, including the right to vote or to receive dividends, stock dividends or other non-cash distributions; and (b) Participant may not transfer, sell, assign, or pledge the right to receive the Restricted Shares or Distributed Shares, other than by will or the laws of descent and distribution, or as otherwise permitted by the Committee in the same manner as set forth in Section 15(b) of the Plan, and any such attempted transfer shall be void.

The Participant hereby acknowledges receipt of a copy of the Plan and LTIP as presently in effect. The text and all of the terms and provisions of the Plan are incorporated herein by reference, and this grant is subject to these terms and provisions in all respects. For the avoidance of doubt, although subject generally to the same terms and conditions of the Plan by reference to the Plan, this grant is being made as an inducement grant under Nasdaq Listing Rule 5635(c)(4) and is not being made under the Plan. This grant also is subject to Participant’s compliance with all other agreements between Participant and the Company, including but not limited to those agreements entered into at the beginning of Participant’s employment.

PURPLE INNOVATION, INC.
By:	/s/ Rob DeMartini	March 14, 2024
	Rob DeMartini	Dated
	Chief Executive Officer
Agreed to and Accepted by:
By:	/s/ Todd Vogensen	March 14, 2024
	Todd Vogensen	Dated

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

Purple Innovation, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1) (2)		Proposed Maximum Offering Price Per Unit (3)		Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee
Equity	Class A Common Stock, par value $0.0001 per share, reserved for issuance pursuant to Restricted Stock Unit Grant Agreement (“RSU Grant”)	Other		237,654	$	1.80	$	427,777.20		0.00014760	$	63.14
Equity	Common Stock, par value $0.0001 per share, reserved for issuance pursuant to Performance Stock Unit Grant Agreement (the “PSU Grant” and together with the RSU Grant, the “Grants”)	Other		441,358	$	1.80	$	794,444.40		0.00014760	$	117.26
Total Offering Amounts				679,012	$	1.80	$	1,222,221.60			$	180.40
Total Fee Offsets								–				–
Net Fee Due							$	1,222,221.60			$	180.40

(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Class A Common Stock which become issuable under the Grants being registered pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of Class A Common Stock.

(2) Consists of shares of the Registrant’s Class A Common Stock underlying the Grants which will be granted to the Registrant’s Chief Financial Officer and Chief Legal Officer as an inducement material to their acceptance of employment with the Registrant.

(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h), based on the average of the high and low prices of the Registrant’s Class A Common Stock as reported on the NASDAQ Global Select Market on March 13, 2024.