Blue Apron Holdings, Inc. (Form: S-1/A, Received: 06/23/2017 17:28:45)

As filed with the Securities and Exchange Commission on June 23, 2017.

Registration No. 333-218425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2 TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Blue Apron Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		5961		81-4777373
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

5 Crosby Street

New York, New York 10013

(347) 719-4312

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Matthew B. Salzberg

President and Chief Executive Officer

Blue Apron Holdings, Inc.

5 Crosby Street

New York, New York 10013

(347) 719-4312

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Mark G. Borden, Esq.	Benjamin C. Singer, Esq.	Mark T. Bettencourt, Esq.
David A. Westenberg, Esq.	General Counsel and Secretary	Gregg L. Katz, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP	Blue Apron Holdings, Inc.	Goodwin Procter LLP
60 State Street	5 Crosby Street	100 Northern Avenue
Boston, Massachusetts 02109	New York, New York 10013	Boston, Massachusetts 02210
Telephone: (617) 526-6000	Telephone: (347) 765-1896	Telephone: (617) 570-1000
Telecopy: (617) 526-5000	Telecopy: (646) 627-8815	Telecopy: (617) 523-1231

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. o

Large accelerated filer o	Accelerated filer o	Non-accelerated filer x	Smaller reporting company o
		(Do not check if a
		smaller reporting company)	Emerging growth company x

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. o

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Amendment No. 2 to the Registration Statement on Form S-1 is being filed solely for the purpose of filing a new Exhibit 10.22. This Amendment does not contain a copy of the preliminary prospectus included in the Registration Statement, nor is it intended to amend or delete any part of the preliminary prospectus. New Exhibit 10.22 is Amendment No. 3 to the Registrant’s Revolving Credit and Guaranty Agreement, dated as of August 26, 2016, previously filed as Exhibit 10.21 to the Registration Statement, and has been entered into in order to implement the planned increase of $25.0 million in the aggregate maximum amount (to a total of $200.0 million) that may be borrowed thereunder, as previously disclosed in the Registration Statement under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Revolving Credit Facility.”

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table indicates the expenses to be incurred in connection with the offering described in this registration statement, other than the underwriting discount, all of which will be paid by us. All amounts are estimated except the SEC registration fee, the Financial Industry Regulatory Authority, Inc., or FINRA, filing fee and the New York Stock Exchange listing fee.

	Amount
SEC registration fee	$	67,976
FINRA filing fee	88,475
New York Stock Exchange listing fee	295,000
Legal fees and expenses	1,800,000
Accounting fees and expenses	1,500,000
Printing and engraving expenses	400,000
Transfer agent and registrar fees and expenses	16,000
Miscellaneous expenses	829,549
Total expenses	$	4,997,000

Item 14. Indemnification of Directors and Officers.

Section 102 of the General Corporation Law of the State of Delaware permits a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our restated certificate of incorporation that will be effective upon the closing of this offering provides that none of our directors shall be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability, except to the extent that the General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty.

Section 145 of the General Corporation Law of the State of Delaware provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at the request of the corporation for another corporation, partnership, joint venture, trust, or other enterprise in related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he was or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Our restated certificate of incorporation that will be effective upon the closing of this offering provides that we will indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of us) by reason of the fact that he or she is or was, or has agreed to become, a director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee, or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding and any appeal therefrom, if such Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful.

II- 1

Our restated certificate of incorporation that will be effective upon the closing of this offering provides that we will indemnify any Indemnitee who was or is a party to an action or suit by or in the right of us to procure a judgment in our favor by reason of the fact that the Indemnitee is or was, or has agreed to become, a director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, and any appeal therefrom, if the Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to us, unless a court determines that, despite such adjudication but in view of all of the circumstances, he or she is entitled to indemnification of such expenses. Notwithstanding the foregoing, to the extent that any Indemnitee has been successful, on the merits or otherwise, he or she will be indemnified by us against all expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith. Expenses must be advanced to an Indemnitee under certain circumstances.

We have entered into indemnification agreements with certain of our directors, and we intend to enter into indemnification agreements with all of our directors and executive officers prior to the completion of this offering. These indemnification agreements may require us, among other things, to indemnify each such director for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him or her in any action or proceeding arising out of his or her service as one of our directors.

We maintain a general liability insurance policy that covers certain liabilities of directors and officers of our corporation arising out of claims based on acts or omissions in their capacities as directors or officers.

In any underwriting agreement we enter into in connection with the sale of Class A common stock being registered hereby, the underwriters will agree to indemnify, under certain conditions, us, our directors, our officers and persons who control us within the meaning of the Securities Act of 1933, as amended, against certain liabilities.

Item 15. Recent Sales of Unregistered Securities.

Set forth below is information regarding shares of capital stock issued by us since January 1, 2014, that were not registered under the Securities Act. Also included is the consideration received by us for such shares and information relating to the section of the Securities Act, or rule of the Securities and Exchange Commission, under which exemption from registration was claimed.

(1) Under the 2012 Equity Incentive Plan, we granted stock options to purchase an aggregate of 14,488,120 shares of our common stock, with exercise prices ranging from $0.0282 to $62.35 per share, issued an aggregate of 1,515,345 shares of Class B common stock pursuant to the exercise of stock options, and issued 4,791,300 shares of Class B common stock as restricted stock awards.

(2) In May and June 2017, we issued and sold $64.6 million in aggregate principal amount of convertible promissory notes to 16 investors.

(3) In February 2017, we issued 42,687 shares of Class C capital stock as consideration for our purchase of the assets of BN Ranch, LLC. In May 2017, we issued 42,687 shares of Class A common stock in exchange for an equal number of then-outstanding shares of Class C capital stock.

(4) In May and July 2015, we issued and sold an aggregate of 10,301,861 shares of Series D preferred stock to 24 investors for an aggregate purchase price of approximately $137.3 million.

(5) In April 2014, we issued and sold an aggregate of 3,001,448 shares of Series C preferred stock to 10 investors for an aggregate purchase price of approximately $50.0 million.

The stock options, the common stock issuable upon the exercise of such options, and the restricted common stock described in paragraph (1) of this Item 15 were issued under the 2012 Equity Incentive Plan in reliance on the exemption provided by Rule 701 promulgated under the Securities Act. Each of the recipients of securities in these transactions had adequate access, through employment, business or other relationships, to information about us.

II- 2

The offer, sale, and issuance of the securities described in paragraphs (2), (3), (4) and (5) of this Item 15 were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering. The recipients of the securities in these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the securities issued in these transactions. The recipients of the securities in these transactions were accredited investors as defined in Rule 501 of Regulation D promulgated under the Securities Act.

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits.

The exhibits to the registration statement for this offering are listed in the Exhibit Index attached hereto and incorporated by reference herein.

(b) Financial Statement Schedules.

No financial statement schedules have been submitted because they are not required or are not applicable or because the information required is included in the consolidated financial statements or the notes thereto.

Item 17. Undertakings.

The undersigned registrant hereby undertakes to provide to the underwriter, at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

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 Securities and Exchange 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.

The undersigned hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus 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.

The undersigned registrant hereby undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(1) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(2) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(3) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(4) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

II- 3

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 23 rd day of June, 2017.

	BLUE APRON HOLDINGS, INC.


	By:	/s/ MATTHEW B. SALZBERG
		Matthew B. Salzberg
		President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the capacities held on the dates indicated.

Signature		Title	Date

/s/ MATTHEW B. SALZBERG		President, Chief Executive Officer and Director	June 23, 2017
Matthew B. Salzberg		(Principal Executive Officer)

/s/ BRADLEY J. DICKERSON		Chief Financial Officer and Treasurer (Principal	June 23, 2017
Bradley J. Dickerson		Financial and Accounting Officer)

*		Director	June 23, 2017
Julie M.B. Bradley

*		Director	June 23, 2017
Tracy Britt Cool

*		Director	June 23, 2017
Kenneth A. Fox

*		Director	June 23, 2017
Robert P. Goodman

*		Director	June 23, 2017
Gary R. Hirshberg

*		Director	June 23, 2017
Brian P. Kelley

*By:	/s/ BENJAMIN C. SINGER
	Benjamin C. Singer Attorney-in-Fact

EXHIBIT INDEX

Some of the agreements included as exhibits to this registration statement contain representations and warranties by the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (1) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (2) may have been qualified in such agreement by disclosures that were made to the other party in connection with the negotiation of the applicable agreement; (3) may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and (4) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.

The Registrant acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding contractual provisions are required to make the statements in this registration statement not misleading.

Exhibit		Description
1.1*		Form of Underwriting Agreement
3.1*		Second Amended and Restated Certificate of Incorporation, as amended, of the Registrant
3.2*		Second Amended and Restated Bylaws of the Registrant
3.3*		Form of Restated Certificate of Incorporation of the Registrant (to be effective upon the closing of this offering)
3.4*		Form of Amended and Restated Bylaws of the Registrant (to be effective upon the closing of this offering)
4.1*		Specimen stock certificate evidencing shares of Class A common stock
5.1*		Opinion of Wilmer Cutler Pickering Hale and Dorr LLP
10.1*		Third Amended and Restated Investors’ Rights Agreement, dated as of May 18, 2015, by and among the Company and the other parties thereto
10.2*		Form of Indemnification Agreement with directors and executive officers
10.3+*		2012 Equity Incentive Plan
10.4+*		Form of Incentive Stock Option Agreement under 2012 Equity Incentive Plan
10.5+*		Form of Non-Qualified Stock Option Agreement under 2012 Equity Incentive Plan
10.6+*		Form of Restricted Stock Agreement under 2012 Equity Incentive Plan
10.7+*		2017 Equity Incentive Plan
10.8+*		Form of Stock Option Agreement under 2017 Equity Incentive Plan
10.9+*		Form of Restricted Stock Unit Agreement under 2017 Equity Incentive Plan
10.10		Intentionally Omitted
10.11		Intentionally Omitted
10.12*		Lease, dated as of July 15, 2013, as amended, by and between Dreisbach Enterprises, Inc. and Blue Apron, LLC (formerly known as Blue Apron, Inc.)
10.13*		Lease, dated as of February 10, 2014, as amended, by and between 5 Crosby Street Inc. and Blue Apron, LLC (formerly known as Blue Apron, Inc.)
10.14*		Lease, dated as of October 28, 2014, as amended, by and between 5 Crosby Street Inc. and Blue Apron, LLC (formerly known as Blue Apron, Inc.)
10.15*		Lease, dated as of March 27, 2014, as amended, by and between Cabot Acquisition, LLC and Blue Apron, LLC (formerly known as Blue Apron, Inc.)
10.16*		Standard Industrial/Commercial Single-Tenant Lease, dated as of August 1, 2014, by and between DF/Hilltop, LLC and Blue Apron, LLC (formerly known as Blue Apron, Inc.)
10.17*		Sublease Agreement, dated as of November 25, 2015, by and between East Coast Warehouse & Distribution Corp. and Blue Apron, LLC (formerly known as Blue Apron, Inc.)
10.18*		Lease, dated as of March 21, 2016, by and between Duke Linden, LLC and Blue Apron, LLC (formerly known as Blue Apron, Inc.)
10.19*		Sublease Agreement, dated as of March 24, 2016, as amended by and between Appnexus Inc. and Blue Apron, LLC (formerly known as Blue Apron, Inc.)
10.20*		Lease Agreement, dated as of August 23, 2016, by and between Gateway 80 Industrial, LLC and Blue Apron, LLC (formerly known as Blue Apron, Inc.)

Exhibit		Description
10.21*		Revolving Credit and Guaranty Agreement, dated as of August 26, 2016, by and among Blue Apron, LLC (formerly known as Blue Apron, Inc.), Morgan Stanley Senior Funding, Inc. and the other parties thereto, as amended by Amendment No. 1 thereto, dated as of May 3, 2017, and Amendment No. 2 thereto, dated as of May 11, 2017
10.22		Amendment No. 3 to the Revolving Credit and Guaranty Agreement, dated as of August 26, 2016, by and among Blue Apron, LLC (formerly known as Blue Apron, Inc.), Morgan Stanley Senior Funding, Inc. and the other parties thereto, dated as of June 23, 2017
21.1*		List of Subsidiaries
23.1*		Consent of Ernst & Young LLP
23.2*		Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)
24.1*		Powers of Attorney (included on signature page)
99.1*		Consent of Euromonitor International
99.2*		Consent of Lightspeed, LLC

* Previously filed.

+ Indicates management contract or compensatory plan.

Exhibit 10.22

EXECUTION VERSION

AMENDMENT NO. 3 TO REVOLVING CREDIT AND GUARANTY AGREEMENT

AMENDMENT NO. 3 TO REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of June 23, 2017 (this “ Amendment No. 3 ”), is by and among MORGAN STANLEY SENIOR FUNDING, INC. , as administrative and collateral agent (in such capacities, “Administrative Agent”) on behalf of the lenders from time to time party to the Credit Agreement (individually, each a “Lender” and collectively, “Lenders”), the New Revolving Lender (as defined below), each Issuing Bank, BLUE APRON, LLC (F/K/A BLUE APRON, INC.) , a Delaware limited liability company (the “Company” and, together with each other party that is an Additional Borrower pursuant to the Credit Agreement, the “Borrower”) and the other Obligors party hereto.

W I T N E S S E T H :

WHEREAS, Administrative Agent, Lenders, Issuing Banks, the Borrower and the other Obligors have entered into financing arrangements pursuant to which Lenders (or Administrative Agent on behalf of Lenders) have made and may make Loans and provide other financial accommodations to the Borrower as set forth in the Revolving Credit and Guaranty Agreement, dated as of August 26, 2016 (as the same has been amended by Amendment No. 1 and Amendment No. 2, the “ Existing Credit Agreement ”, and as the same is amended hereby and as may be further amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), by and among Administrative Agent, Lenders, the Issuing Banks, the Borrower and the other Obligors, and the other Loan Documents, including, without limitation, this Amendment No. 3;

WHEREAS, the Borrower has requested an increase in the aggregate amount of the Lenders’ Revolving Commitments in the form of New Revolving Loan Commitments pursuant to Section 2.23 of the Existing Credit Agreement;

WHEREAS, the New Revolving Loan Lender has agreed to provide $25,000,000 in New Revolving Commitments;

WHEREAS, pursuant to Section 2.23(a) each New Revolving Loan Lender shall be reasonably satisfactory to the Administrative Agent and the Issuing Banks; and

WHEREAS, the Administrative Agent and Required Lenders have agreed to amend certain other provisions of the Credit Agreement subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendments to Credit Agreement . For purposes of this Amendment No. 3, all capitalized terms used herein that are not otherwise defined herein, including the capitalized terms used in the preamble and recitals hereto, shall have the respective meanings assigned thereto in the Credit Agreement. As of the Amendment No. 3 Effective Date (as defined below), pursuant to Section 2.23 and Section 11.02 of the Existing Credit Agreement and subject to the terms and conditions herein, the Existing Credit Agreement is hereby amended as set forth below in this Section 1 .

(a) Section 1.01 of the Existing Credit Agreement is hereby amended by restating in its entirety the definition of “Revolving Commitment” appearing therein to read as follows:

“‘ Revolving Commitment ’ means, with respect to each Lender, the commitment of such Lender to make Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Loans hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.11 or Section 2.12, (b) increased from time to time pursuant to Section 2.23 and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 2.20 or Section 11.04. The amount of each Lender’s Revolving Commitment as of the Amendment No. 3 Effective Date is set forth on Schedule 2.01 . The aggregate amount of the Lenders’ Revolving Commitments as of the Amendment No. 3 Effective Date is $200,000,000.”

(b) Section 1.01 of the Existing Credit Agreement is hereby amended by inserting a new proviso immediately following the first proviso in the definition of “Applicable Rate”:

“; provided, further, that on and after the first Business Day after the Amendment No. 3 Effective Date, Pricing Level 1 shall apply at any time that Consolidated Adjusted EBITDA (as set forth in the most recent Compliance Certificate delivered pursuant to Section 5.01(c)) is not greater than $0.”

(c) The following new definitions are added to Section 1.01 of the Existing Credit Agreement in their proper alphabetical order:

“‘ Amendment No. 3 ’ means Amendment No. 3 to Revolving Credit and Guaranty Agreement, dated as of June 23, 2017, by and among the Borrower, the other Obligors, Administrative Agent, the New Revolving Lender party thereto and each Issuing Bank.

‘ Amendment No. 3 Effective Date ’ means the first date on which the conditions precedent set forth in Section 3 of Amendment No. 3 are satisfied, which date is June 23, 2017.”

(d) Section 1.04 of the Existing Credit Agreement is hereby amended by inserting the following sentence immediately following the last sentence thereof:

“Notwithstanding anything to the contrary herein, at any time Consolidated Adjusted EBITDA is less than $0, there shall be no availability under any Total Net Leverage Ratio test when determining if any Obligor may take any action permitted hereunder (including any incurrence of Indebtedness).”

(e) Schedule 2.01 of the Existing Credit Agreement is hereby amended by replacing Schedule 2.01 of the Existing Credit Agreement in its entirety with Schedule 2.01 attached hereto as Annex A .

2. Representations and Warranties . Each Obligor, jointly and severally, represents and warrants to Administrative Agent and Lenders as follows, which representations and warranties are continuing and shall survive the execution and delivery hereof:

(a) This Amendment No. 3 has been duly executed and delivered by each Obligor that is a party hereto, is in full force and effect, and constitutes the legal, valid and binding obligation of each Obligor enforceable against such Obligor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(b) The execution, delivery and performance by each Obligor of this Amendment No. 3 to

which such Person is a party has been duly authorized by all necessary corporate, partnership, limited liability company or other organizational action. The execution, delivery and performance by each Obligor of this Amendment No. 3 and the consummation of the transactions contemplated by this Amendment No. 3: (A) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect and (ii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect, (B) except as would not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (C) will not violate any charter, by-laws or other organizational document of any Obligor or any of its Subsidiaries, (D) except as would not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument binding upon any Obligor or any of its Subsidiaries or its or their respective assets, or give rise to a right thereunder to require any payment to be made by any Obligor or any of its Subsidiaries, and (E) will not result in the creation or imposition of any Lien on any asset of the Obligors or any of their respective Subsidiaries (other than the Liens granted to the Collateral Agent for the benefit of the Secured Parties and the Liens permitted under Section 6.02 of the Credit Agreement).

(c) The representations and warranties of the Obligors and their respective Subsidiaries, set forth in this Amendment No. 3, the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof; provided that (i) to the extent that such representations and warranties specifically refer to an earlier date, they are true and correct in all material respects on and as of such earlier date and (ii) in each case such materiality qualifier shall not be applicable to any representations and warranties that are already qualified by materiality in the text thereof.

(d) As of the Amendment No. 3 Effective Date, and after giving effect to the transactions contemplated by this Amendment No. 3, no Default or Event of Default shall exist or have occurred and be continuing.

3. Conditions Precedent . This Amendment No. 3 shall not become effective until the date on which each of the following conditions is satisfied (or waived by the Lenders):

(a) The Administrative Agent (or its counsel) shall have received from each party hereto a counterpart of this Amendment No. 3 signed on behalf of such party.

(b) The Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Note in advance of the Amendment No. 3 Effective Date.

(c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the date of the date hereof) of Morgan, Lewis & Bockius LLP, in form and substance reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinion.

(d) The Administrative Agent shall have received (i) certified copies of the resolutions of the board of directors (or comparable governing body) of each Obligor approving the transactions contemplated by the Amendment No. 3 and the execution and delivery of Amendment No. 3 to be delivered by such Obligor on the Amendment No. 3 Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to this Amendment No. 3 and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of such Obligor and authorization of the

transactions contemplated hereby (including, but not limited to, a copy of the current constitutional documents of each Obligor).

(e) The Administrative Agent shall have received a certificate of a Responsible Officer of each Obligor certifying the names and true signatures of the officers of such Obligor authorized to sign this Amendment No. 3 and the other Loan Documents to which it is a party, to be delivered by such Obligor on the Amendment No. 3 Effective Date and the other documents to be delivered hereunder on the Amendment No. 3 Effective Date.

(f) The Administrative Agent shall have received a certificate, dated the Amendment No. 3 Effective Date and signed on behalf of the Parent by a Responsible Officer of the Parent, confirming compliance with the conditions set forth in paragraphs (c) and (d) of Section 2 as of the Amendment No. 3 Effective Date.

(g) The Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

The Administrative Agent shall notify the Company and the Lenders of the Amendment No. 3 Effective Date, and such notice shall be conclusive and binding. Without limiting the generality of the provisions of Article 10 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 3 , each Lender that has signed this Amendment No. 3 shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed Amendment No. 3 Effective Date specifying its objection thereto.

4. General .

(a) Reallocation . On the Amendment No. 3 Effective Date, (a) each of the existing Lenders immediately prior to the Amendment No. 3 Effective Date (the “ Existing Lenders ”) shall assign to the New Revolving Loan Lender party hereto (the “ New Revolving Loan Lender ”), and the New Revolving Loan Lender shall purchase from each Existing Lender, at the principal amount thereof (together with accrued interest), such interests in the Loans and Letter of Credit Usage outstanding on the Amendment No. 3 Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Loans and participation interests in Letter of Credit Usage will be held by Existing Lenders and the New Revolving Loan Lender ratably in accordance with their Revolving Commitments after giving effect to this Amendment No. 3 and (b) the New Revolving Loan Lender shall become a Lender for all purposes under the Credit Agreement. On the Amendment No. 3 Effective Date, the Letter of Credit Issuer Sublimit of each Issuing Bank shall be as set forth on Annex A attached hereto.

(b) New Revolving Loan Lender . The New Revolving Loan Lender hereby: (i) confirms that a copy of the Credit Agreement and the other applicable Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment No. 3 has been made available to it by the Administrative Agent; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or the other applicable Loan Documents, including this Amendment No. 3; (iii) appoints and authorizes the Administrative Agent to take such action as agent on

its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) acknowledges and agrees that, upon the Amendment No. 3 Effective Date, it shall be a “Lender”, under, and for all purposes of, the Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder.

(c) Effect of this Amendment No. 3 . This Amendment No. 3 shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents. Except as expressly set forth herein, no other changes or modifications to the Loan Documents are intended or implied, and in all other respects the Loan Documents are hereby specifically ratified, restated and confirmed by all parties hereto as of the Amendment No. 3 Effective Date, and the Obligors shall not be entitled to any other or further consent, waiver or amendment by virtue of the provisions of this Amendment No. 3 or with respect to the subject matter of this Amendment No. 3. To the extent of conflict between the terms of this Amendment No. 3 and the other Loan Documents, the terms of this Amendment No. 3 shall control. The Credit Agreement and this Amendment No. 3 shall be read and construed as one agreement. Without limiting the generality of the foregoing, each Obligor hereby confirms, ratifies and reaffirms its payment obligations, guarantees, pledges, grants of Liens and security interests and other obligations, as applicable, under and subject to the terms of this Amendment No. 3 and each other Loan Document to which it is a party, and acknowledges and agrees that all such payment obligations, guarantees, pledges, grants of Liens and security interests and other obligations shall be valid and enforceable (subject to Liens permitted under Section 6.02 of the Credit Agreement) and shall not be impaired or limited by the execution or effectiveness of this Amendment No. 3 or any of the transactions contemplated hereby.

(d) Governing Law . THIS AMENDMENT NO. 3 AND ANY CLAIM, CONTROVERSY OR DISPUTE UNDER, ARISING OUT OF OR RELATING TO THIS AMENDMENT NO. 3, WHETHER BASED IN CONTRACT (AT LAW OR IN EQUITY), TORT OR ANY OTHER THEORY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW.

(e) Miscellaneous . The provisions of Section 11.07, 11.09(b), 11.09(c) and 11.10 of the Existing Credit Agreement shall apply to this Amendment No. 3 mutatis mutandis .

(f) Headings . Section headings used herein are for convenience of reference only, are not part of this Amendment No. 3 and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment No. 3.

(g) Binding Effect . This Amendment No. 3 shall bind and inure to the benefit of the parties hereto and their respective successors and assigns permitted by the Credit Agreement.

(h) Counterparts, etc. This Amendment No. 3 shall become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by the Company and Administrative Agent of written notification of such execution and authorization of delivery thereof. This Amendment No. 3 may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment No. 3 by facsimile or in electronic format (i.e., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment No. 3.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be duly executed and delivered by their authorized officers as of the day and year first above written.

	BLUE APRON, LLC,
	as the Company


	By:	/s/ Brad Dickerson
	Name:	Brad Dickerson
	Title:	Treasurer


	BLUE APRON HOLDINGS, INC.,
	as an Obligor


	By:	/s/ Brad Dickerson
	Name:	Brad Dickerson
	Title:	Treasurer