Exhibit
10.1


 


KKR
RAINBOW AGGREGATOR L.P.


c/o
Kohlberg Kravis Roberts & Co L.P.


2800
Sand Hill Road, Suite 200


Menlo
Park, California 94025


 


September
30, 2021


Coty Inc.


350 Fifth Avenue


New York, New York


Attn: General Counsel


 


		Re:	Redemption
                                            Agreement



 


This
letter agreement (this “Agreement”), by and among KKR Rainbow Aggregator L.P., a Delaware limited partnership (“Aggregator”),
Rainbow Capital Group Limited (“Rainbow Capital” and together with Aggregator, each a “KKR Party”),
Coty Inc., a Delaware corporation (the “Company”), and, for purposes of Section 8 only, Coty JV Holdings S.à
r.l, a Switzerland limited liability company and indirect subsidiary of the Company (“JV Holdings”), is being delivered
in connection with the redemption by the Company from Rainbow Capital of 290,465 shares of Series B Convertible Preferred Stock, par
value $0.01 per share, of the Company (the “Shares”), in exchange for 2,634,009.86 of the Class 1 Ordinary Shares,
81,863,511.61 of the A1 Preference Shares and 143,954,154.40 of the B1 Preference Shares (the “Class B JVCo Shares”),
of Rainbow JVCo Limited (“JVCo”). The Dividend Receivable (as defined below) related to the Shares shall be exchanged
for additional Class 1 Ordinary Shares, A1 Preference Shares and B1 Preference Shares as described below (such additional shares, the
 “Dividend JVCo Shares” and together with the Class B JVCo Shares, the “JVCo Shares”). The Shares
and the Shares Dividend Receivable (as defined below) are owned by Aggregator as of the date hereof and will be owned by Rainbow Capital
as of the Closing (as defined below). The JVCo Shares are held by JV Holdings, as of the date hereof and will be held directly by the
Company as of the Closing. Capitalized or other terms used but not defined herein shall have the meaning ascribed to such term in that
certain Investment Agreement, dated as of May 11, 2020 (as amended by that certain Amendment No. 1 to the Investment Agreement, effective
as of June 1, 2020, and as may be further amended, restated, modified or supplemented from time to time) by and among the Company and
Aggregator or in that certain Amended and Restated Shareholders’ Agreement, dated as of March 31, 2021, by and among the Company,
JVCo, Rainbow Capital and the other parties thereto (as may be amended, restated, modified or supplemented from time to time, the “JVCo
Shareholders’ Agreement”)).


 


In
consideration of the mutual covenants and conditions as hereinafter set forth, the KKR Parties and the Company hereby agree as follows:


 


		1.	Transaction.



 


		(a)	Subject
                                            to the terms and conditions of this Agreement (the “Transaction”):



 






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(i)
           By
10:00 a.m., Eastern Time, on October 18, 2021, Aggregator shall deliver to the Company a written notice setting forth (i) the number
of Shares that were originally issued on May 26, 2020 and the number of Shares that were originally issued on July 31, 2020, (ii) the
aggregate dollar value of the Dividend Receivable that is attributable to the Shares (the “Shares Dividend Receivable”),
and the calculation of the Dividend JVCo Shares to be exchanged for the Shares Dividend Receivable as set forth below and (iii) the aggregate
value of the Dividend Receivable that shall be paid in cash (the “Cash Dividend Payment”). For purposes hereof, (1)
 “Dividend Receivable” means the right of Aggregator to receive $42,140,073.02 in accrued but unpaid dividends in respect
of the Class B Shares that were declared in cash on September 15, 2021, (2) the Company Wella Stake Value shall be $1,807,127,793.53
and (3) the number of Dividend JVCo Shares to be delivered in exchange for the Shares Dividend Receivable shall be determined by (A)
finding the quotient of the Shares Dividend Receivable divided by $6.24 and multiplying such quotient by $8.53 (such amount, the “Common
Equivalent Amount”), (B) finding the quotient of the Common Equivalent Amount divided by the Company Wella Stake Value (such
amount, the “Share Percentage”), (C) multiplying the Share Percentage by each of (x) the number of Class 1 Ordinary
Shares held by JV Holdings, (y) the number of A1 Preference Shares held by JV Holdings and (z) the number of B1 Preference Shares held
by JV Holdings as of the date hereof and the resulting share numbers obtained from each of clauses (x), (y) and (z) shall be the Dividend
JVCo Shares.


 


(ii)
          Immediately
prior to the Closing, Aggregator agrees to undertake or cause to be undertaken a series of distributions and contributions of the Shares
and the Shares Dividend Receivable such that Rainbow Capital will own the Shares and hold the Shares Dividend Receivable as of immediately
prior to Closing;


 


(iii)
         Immediately after its receipt of the Shares and
Shares Dividend Receivable, at the Closing, Rainbow Capital will become obligated to sell, assign, transfer and convey to the Company,
and the Company will purchase and redeem, the Shares in exchange for the Class B JVCo Shares (such exchange, the “Redemption,”
and such Class B JVCo Shares, the “Redemption Consideration”); and


 


(iv)
         Simultaneously with the transactions contemplated
by Section 1(a)(iii), the Company will become obligated to, in exchange for the transfer and assignment of the Shares Dividend Receivable
from Rainbow Capital to the Company, (x) deliver the Dividend JVCo Shares to Rainbow Capital (the “Shares Dividend Consideration”)
and (y) pay Aggregator an amount in cash of immediately available funds equal to the Cash Dividend Payment, in satisfaction of the portion
of the Dividend Receivable that is not satisfied in Dividend JVCo Shares (the “Cash Dividend Consideration”).


 






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(b)           The
consummation of the Transaction (the “Closing”) shall take place remotely via the exchange of documents and signatures
on October 20, 2021 (the “Closing Date”), subject to the satisfaction or waiver of the conditions set forth in clauses
(c) and (d) below.


 


(c)
            The obligations of the Company
to effect the Closing shall be subject to the satisfaction or waiver of the following conditions:


 


(i)
           the
representations and warranties of Aggregator and Rainbow Capital set forth in this Agreement shall be true and correct in all material
respects as of the date of this Agreement and as of the Closing Date, as applicable, with the same effect as though made on and as of
such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date);


 


(ii)
           Aggregator and Rainbow Capital shall
have complied with or performed in all material respects their respective obligations required to be complied with or performed by it
pursuant to this Agreement at or prior to the Closing; and


 


(iii)
          the Company shall have received a certificate,
signed on behalf of Aggregator by a duly authorized officer thereof, certifying that the conditions set forth in clauses (i) and (ii)
above have been satisfied.


 


(d)
            The obligations of Aggregator
and Rainbow Capital to effect the Closing shall be subject to the satisfaction or waiver of the following conditions:


 


(i)
            the representations and warranties
of the Company set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as
of the Closing Date, with the same effect as though made on and as of such date (except to the extent expressly made as of an earlier
date, in which case as of such earlier date);


 


(ii)
           the Company shall have complied with
or performed in all material respects its obligations required to be complied with or performed by it pursuant to this Agreement at or
prior to the Closing; and


 


(iii)
         Aggregator and
Rainbow Capital shall have received a certificate, signed by the Company, certifying that the conditions set forth in clauses (i) and
(ii) above have been satisfied.


 


(e)
            (x) Immediately prior to the Closing,
Aggregator shall distribute and transfer the Shares and the Shares Dividend Receivable in accordance with Section 1(a), (y) immediately
following such distribution and transfer, at the Closing, (1) Rainbow Capital shall sell, assign, transfer and convey the Shares to the
Company and (2) the Company will deliver to Rainbow Capital the Redemption Consideration and the Share Dividend Consideration and (z)
the Company will deliver to Aggregator the Cash Dividend Consideration.


 






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(f)
            The parties shall take such actions
as may be reasonably required for the distribution and transfer and subsequent sale and transfer of the Shares to be reflected in the
books and records of the Company and the transfer agent of the Company, as applicable. In connection with the foregoing, the KKR Parties
shall provide to the Company and the transfer agent of the Company all documentation and certifications reasonably requested in connection
therewith.


 


2.
            Announcements. Without
the prior written consent of the Company or Aggregator, respectively (email to be sufficient), neither Aggregator nor the Company shall
publish any press release or otherwise make any public announcement with regard to this Agreement or the transactions contemplated hereunder,
except to the extent required by applicable Law (including, for the avoidance of doubt, the Company’s obligations under applicable
securities laws).


 


3.
            Termination; Survival.
This Agreement will become effective immediately upon execution and delivery by the parties hereto of this Agreement and will remain
in effect through the earlier of (a) the consummation of the Closing and (b) the mutual termination of the Agreement by the parties hereto.


 


4.
            Representations and Warranties
of the Company. As of the date hereof and as of the Closing, the Company represents and warrants to Aggregator and Rainbow Capital:


 


(a)
            the Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of Delaware. The Company possesses all requisite power and
authority necessary to execute and deliver and to perform its obligations and carry out the transactions contemplated by this Agreement;


 


(b)
            this Agreement has been duly executed
and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Aggregator and Rainbow
Capital, this Agreement constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with
its terms, except as enforceability may be limited by the Bankruptcy and Equity Exception;


 


(c)
            the execution, delivery and performance
by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby does not and will not, with
or without the giving of notice or the passage of time or both, (i) violate the Company’s organizational documents, (ii) violate
the provisions of any Law applicable to the Company or its properties or assets; (iii) violate any judgment, decree, order or award of
any Governmental Authority or arbitrator applicable to the Company or its properties or assets; or (iv) result in any breach of any terms
or conditions, or constitute a default under, any Contract to which the Company is a party or by which the Company or its properties
or assets are bound. Except for filings under the Exchange Act, no material consent, approval, order or authorization of, or registration,
declaration or filing with, any Governmental Authority, is required by or with respect to the Company in connection with the execution
and delivery by the Company of this Agreement, or the consummation by the Company of the transactions contemplated hereby or thereby;


 


(d)
            JV Holdings, as of the date hereof,
is and on the Closing Date the Company shall be, the record and beneficial owner of the Redemption Consideration and the Shares Dividend
Consideration, and as of the date hereof, JV Holdings has, and on the Closing Date the Company will have, good, valid title to the Redemption
Consideration and the Shares Dividend Consideration, free and clear of any Liens, except for restrictions on transfer provided under
the Securities Act or other applicable securities laws; and


 






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(e)
            at Rainbow Capital’s request,
the Company has furnished a properly completed and executed statement certificate in accordance with Treasury Regulations Sections 1.897-2(h)
and 1.1445-2(c)(3), certifying that (A) the Company is not and has not been a United States real property holding corporation during
the applicable period specified in Section 897(c)(1)(A)(ii) of the Internal Revenue Code of 1986, as amended (the “Code”),
and (B) transfers of stock in the Company are not subject to withholding under Section 1445 of the Code.


 


5.
            Representations and Warranties
of the KKR Parties. As of the date hereof and as of the Closing Date, each KKR Party, severally and not jointly, represents and warrants
to the Company that:


 


(a)
            Such KKR Party is a limited partnership,
limited company or corporation duly organized or incorporated, validly existing and in good standing under the Laws of its jurisdiction
of organization or incorporation (where such concept is recognized under applicable Law). Such KKR Party, acting through its general
partner, if applicable, possesses all requisite power and authority necessary to execute and deliver and to perform its obligations and
carry out the transactions contemplated by this Agreement;


 


(b)
            the execution, delivery and performance
by such KKR Party or, if applicable, its general partner’s officers, of this Agreement has been duly authorized by such KKR Party’s
governing body or general partner, as applicable, on behalf of such KKR Party. This Agreement constitutes a legal, valid and binding
obligation of such KKR Party, enforceable against it in accordance with its terms, except as enforceability may be limited by the Bankruptcy
and Equity Exception;


 


(c)
           the
execution, delivery and performance by such KKR Party of this Agreement, and the consummation by such KKR Party of the transactions contemplated
hereby does not and will not, with or without the giving of notice or the passage of time or both: (i) violate such KKR Party’s
organizational documents; (ii) violate the provisions of any Law applicable to such KKR Party or its properties or assets; (iii) violate
any judgment, decree, order or award of any Governmental Authority or arbitrator applicable to such KKR Party or its properties or assets;
or (iv) result in any breach of any terms or conditions, or constitute a default under, any Contract to which such KKR Party is a party
or by which such KKR Party or its properties or assets are bound. Except for filings under the Exchange Act, no material consent, approval,
order or authorization of, or registration, declaration or filing with, any Governmental Authority, is required by or with respect to
such KKR Party in connection with the execution and delivery by such KKR Party of this Agreement, or the consummation by such KKR Party
of the transactions contemplated hereby or thereby;


 



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(d)
           Aggregator,
as of the date hereof, is and on the Closing Date following the distribution and transfer in Section 1(a)(ii), Rainbow Capital
will be, the record and beneficial owner of the Shares and the Shares Dividend Receivable and as of the date hereof, Aggregator has,
and on the Closing Date following the distribution and transfer in Section 1(a)(ii), Rainbow Capital will have, good, valid title
to the Shares and the Shares Dividend Receivable, free and clear of any Liens, except for restrictions on transfer provided under the
Securities Act or other applicable securities laws;


 


(e)
            with respect to Rainbow Capital,
taking into account any shares of Company stock actually or constructively owned by Rainbow Capital under Section 318 of the Code (as
modified by Section 302(c) of the Code): (i) immediately after the Redemption, Rainbow Capital will own less than 50 percent of the total
combined voting power of all classes of Company stock entitled to vote and (ii) the ratio which the voting stock of Company owned by
Rainbow Capital immediately after the Redemption bears to all of the voting stock of Company at such time is less than 80 percent of
the ratio which the voting stock of Company owned by Rainbow Capital immediately before the Redemption bears to all the voting stock
of Company at such time;


 


(f)
             the foregoing representation
and warranty of the KKR Parties in Section 5(e) would be true if Aggregator were substituted for Rainbow Capital in each place Rainbow
Capital is used in Section 5(e) and the Redemption occurred immediately prior to the Transaction at a time when the Shares were held
by Aggregator; and


 


(g)
            the Redemption will result in
a complete redemption of all of the stock of the Company actually or constructively owned by Rainbow Capital under Section 318 of the
Code (as modified by Section 302(c) of the Code).


 


6.
            Tax Treatment; Information.
Absent a change in Law or a contrary determination (as defined in Section 1313(a) of the Code), Rainbow Capital and the Company agree
to treat the Redemption as a sale or exchange of the Shares for the Redemption Consideration under Section 302(a) of the Code and not
as a distribution by the Company pursuant to Section 301 of the Code. The KKR Parties and Coty shall reasonably cooperate to provide
information (on or before the Closing Date, and as the parties reasonably determine thereafter) reasonably necessary to substantiate
the foregoing tax treatment, subject to the reasonable confidentiality considerations of the KKR Parties and their Affiliates.


 


7.
            September 30, 2021 Dividend.
For the avoidance of doubt, the quarterly dividend for the period ended September 30, 2021 with respect to all of the shares of Series
B Convertible Preferred Stock, par value $0.01 per share, of the Company held by Aggregator shall be paid in full in cash to Aggregator
on October 1, 2021 in the ordinary course of business and without penalty, and shall not be subject to the terms of this Agreement.


 


8.
            Closing Deliverables. At
or before the Closing, Aggregator shall duly execute and deliver an IRS Form W-9 to the Company, Rainbow Capital shall duly execute and
deliver a W-8BEN-E to the Company and the Company shall duly execute and deliver an IRS Form W-9 to Rainbow Capital.


 






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9.
           Consents.
Each of Rainbow Capital, the Company and JV Holdings hereby consents to the Transaction for all purposes and pursuant to (i) all agreements
by and among such party, on the one hand, and one or more of the other parties hereto, on the other hand, including, for the avoidance
of doubt, pursuant to the JVCo Shareholders’ Agreement, and (ii) to that certain Management Shareholders’ Agreement, dated
as of March 31, 2021, by and among Rainbow Capital, JVCo and the other parties thereto (as may be amended, restated, modified or supplemented
from time to time). Furthermore, Rainbow Capital hereby consents to the Transaction for all purposes and pursuant to that certain CEO
Shareholders’ Agreement, dated as of March 31, 2021, by and among the Rainbow Capital, JVCo, Nico Sebastian Rainbow LLC, and the
other parties thereto (as may be amended, restated, modified or supplemented from time to time).


 


10.
          Waiver. No waiver of any provision
of this Agreement will be effective unless such waiver is in writing, specifically references the provision being waived and is signed
by the party against whom the waiver is being enforced.


 


11.
         Assignment.
This Agreement may not be assigned, in whole or in part, by operation of Law or otherwise, by any party without the prior written consent
of the other parties hereto. Any purported assignment in violation of this Agreement is null and void. Notwithstanding the foregoing,
Rainbow Capital may assign its ownership of the Shares and rights to the Dividend Receivable as of immediately prior to the Closing to
one or more affiliates; provided that such affiliate sign a joinder hereto and make the representations and warranties set forth in Section
5 applicable as of the Closing Date to Rainbow Capital.


 


12.
          No Third Party Beneficiaries. Nothing
in this Agreement, express or implied, is intended to or will confer upon any other person any rights, benefits or remedies of any nature
whatsoever under or by reason of this Agreement.


 


13.
          Amendment. This Agreement may be amended,
modified or supplemented at any time prior to the Closing by mutual agreement of the parties hereto. Any amendment, modification or revision
of this Agreement will be effective only if in a written instrument executed by the parties hereto.


 


14.
         Severability.
The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the
validity or enforceability of the other provisions hereof.


 


15.
         Specific Performance.
Each of the parties hereto agrees that irreparable damage would occur in the event applicable provisions of this Agreement were not fully
performed by such party in accordance with the terms hereof and that the other parties hereto shall be entitled to seek an injunction
or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in addition
to any other remedy to which such other parties may be entitled at Law or in equity.


 


16.
          Counterparts. This Agreement may be
executed in any number of counterparts (including counterparts transmitted via facsimile or in .pdf or similar format) with the same
effect as if all signatory parties had signed the same document. All counterparts shall be construed together and shall constitute one
and the same instrument.


 


17.
          Entire Agreement. This Agreement, together
with the schedules, annexes and exhibits hereto and the other documents related to the subject matter hereof, constitute the entire agreement
among the parties with respect to the matters covered hereby and supersede all previous written, oral or implied understandings among
them with respect to such matters.


 






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18.
          No Strict Construction. The parties
hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall
arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.


 


19.
          Governing Law. All matters relating
to the interpretation, construction, validity and enforcement of this Agreement, including all claims or disputes (whether in contract
or in tort, in law or in equity, or granted by statute) that may be based upon, arise out of or relate to this Agreement or the negotiation,
execution or performance of this Agreement or the transactions contemplated hereby (including any claim or cause of action based upon,
arising out of, or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter
into this Agreement), shall be governed by and construed in accordance with the domestic Laws of the State of Delaware without giving
effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause
the application of Laws of any jurisdiction other than the State of Delaware, including statutes of limitation.


 


20.
          Consent to Jurisdiction and Service of
Process. Any Action involving any party to this Agreement arising out of or in any way relating to this Agreement, including all
disputes (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, arise out of or relate
to this Agreement or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, shall be brought
exclusively in the Court of Chancery of the State of Delaware (unless the Court of Chancery of the State of Delaware declines to accept
jurisdiction over a particular matter, in which case, the Superior Court of the State of Delaware (and the Complex Commercial Litigation
Division thereof if such division has jurisdiction over the particular matter) or, if the Superior Court of the State of Delaware declines
to accept jurisdiction over a particular matter, any federal court within the State of Delaware) (together with the appellate courts
thereof, the “Chosen Courts”) and each of the parties hereby submits to the exclusive jurisdiction of the Chosen Courts
for the purpose of any such Action. Each party irrevocably and unconditionally agrees not to assert (a) any objection which it may ever
have to the laying of venue of any such Action in any Chosen Court, (b) any claim that any such Action brought in any Chosen Court has
been brought in an inconvenient forum and (c) any claim that any Chosen Court does not have personal jurisdiction over any party with
respect to such Action. To the extent that service of process by mail is permitted by applicable Law, each party irrevocably consents
to the service of process in any such Action in such courts by the mailing of such process by registered or certified mail, postage prepaid,
at its address set forth on the signature pages hereto. The parties agree that any judgment entered by any Chosen Court may be enforced
in any court of competent jurisdiction.


 


21.
          Waiver of Jury Trial. Each party
to this Agreement irrevocably and unconditionally waives any right to a trial by jury and agrees that any of them may file a copy of
this Section 21 with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties
irrevocably to waive its right to trial by jury in any Action.


 






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22.
          Non-Recourse. This Agreement may only
be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated
hereby may only be brought against, the Persons that are expressly named as parties hereto and then only with respect to the specific
obligations set forth herein with respect to such party.


 


23.
          Further Assurances. The parties hereto
shall cooperate with one another at all times to do, or procure the doing of, all acts and things, and execute, or procure the execution
of, all documents and instruments, as may reasonably be required to give full effect to this Agreement.


 


[Signature
Pages Follow]


 




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IN
WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the day and year first above written.


 


 


	 	AGGREGATOR
	 	 	 	 
	 	KKR RAINBOW AGGREGATOR L.P.
	 	 	 	 
	 	By:	 	KKR
    Rainbow Aggregator GP, LLC,
	 	 	 	its general partner
	 	 	 	 
	 	By:	 	/s/
    Matthew Ross
	 	Name:	 	Matthew Ross
	 	Title:	 	Vice President
	 	 	 	 
	 	 	 	 
	 	RAINBOW
    CAPITAL
	 	 	 	 
	 	RAINBOW CAPITAL GROUP LIMITED
	 	 	 	 
	 	 	 	 
	 	By:	 	/s/
    Justin Lewis-Oakes
	 	Name:	 	Justin Lewis-Oakes
	 	Title:	 	Director







 




     

     


    

 





	 	THE
    COMPANY
	 	 	 	 
	 	COTY
    INC. 
	 	 	 	 
	 	 	 	 
	 	By:	 	/s/
    Hemant Gandhi 
	 	Name:	 	Hemant Gandhi
    
	 	Title: 	 	SVP Finance –
    Tax and Treasury


  




     

     


    

 


	 	JV
    HOLDINGS, for purposes of Section 8 only:
	 	 	 	 
	 	Coty
    JV Holdings S.à r.l
	 	 	 	 
	 	 	 	 
	 	By:	 	/s/ Caroline Andreotti
	 	Name:	 	Caroline Andreotti
	 	Title: 	 	Manager