EX-10.11





 Exhibit 10.11 

EXECUTION VERSION 

AMENDMENT NO. 2 dated as of April 25, 2018 (this “Amendment”), to the Credit Agreement dated as of August 28, 2017
(as amended, supplemented or modified prior to the date hereof, the “Credit Agreement”), by and among LULU’S FASHION LOUNGE, LLC, a Delaware limited liability company (the “Borrower”), LULU’S FASHION
LOUNGE PARENT, LLC, a Delaware limited liability company (“Holdings”), the Lenders party thereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, including any successor thereto, the
“Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent” and, together with the Administrative Agent, the “Agent”) for the Lenders.

 A. The Borrower has requested that the Credit Agreement be amended in order to extend the date by which the Borrower is required to
furnish to the Agent its audited consolidated financial statements and related documentation with respect to the Fiscal Year ended on or about December 31, 2017. 

B. The Required Lenders are willing so to amend the Credit Agreement, on the terms and subject to the conditions set forth herein. 

Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto agree as follows: 
 SECTION 1. Defined Terms; Interpretation; Etc.
Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement. The rules of construction set forth in Section 11.2 of the Credit Agreement shall apply mutatis mutandis to this Amendment.

 SECTION 2. Amendment to the Credit Agreement. Effective as of the Effective Date (as defined below), Section 4.1(a) of
the Credit Agreement is hereby amended by inserting the following proviso at the end thereof: 
 “provided that,
with respect to the Fiscal Year ended on or about December 31, 2017, the Borrower shall furnish such consolidated financial statements and reports on or prior to May 30, 2018;” 

SECTION 3. Conditions Precedent to Effectiveness. This Amendment shall become effective on the date (the “Effective
Date”) on which the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of (a) the Borrower and (b) the Required Lenders. 

SECTION 4. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, the Borrower
represents and warrants to the Agent and each Lender that, as of the Effective Date, (a) the representations and warranties set forth in Article III of the Credit Agreement and in each other Loan Document are true and correct in all
material respects (without duplication of any materiality qualifier contained therein) on and as of the Effective Date, except to the extent that any representation or warranty expressly relates to an earlier date or period (in which event such
representations and warranties were true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date or period) and (b) no Default or Event of Default has occurred and is
continuing. 












 SECTION 5. Effect of Amendment. Except as expressly set forth herein, this
Amendment shall not, by implication or otherwise, limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify,
amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which shall continue in full force and effect. Nothing herein shall be deemed to
entitle any Credit Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or
different circumstances. After the date hereof, any reference in any Loan Document to the Credit Agreement shall be deemed to refer without further amendment to the Credit Agreement as amended hereby. This Amendment shall constitute a “Loan
Document” for all purposes of the Credit Agreement and the other Loan Documents. 
 SECTION 6. Counterparts. This Amendment
may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature
pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Amendment by facsimile transmission or Electronic Transmission shall be as effective as delivery of a
manually executed counterpart hereof. 
 SECTION 7. Governing Law. The laws of the State of New York shall govern all matters
arising out of, in connection with or relating to this Amendment, including, without limitation, its validity, interpretation, construction, performance and enforcement (including, without limitation, any claims based in contract or tort law arising
out of the subject matter hereof and any determinations with respect to post-judgment interest). 
 SECTION 8. Headings. The
headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. 
 [Remainder of
page intentionally left blank] 

  
 2 













 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by
their respective authorized officers as of the day and year first above written. 
  

					
	LULU’S FASHION LOUNGE, LLC,
		
	by	 	/s/ Crystal Landsem
		 	Name:	 	Crystal Landsem
		 	Title:	 	CFO


 [Signature Page to Amendment No. 2] 












 
					
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, individually and as Administrative Agent
		
	by	 	/s/ Vipul Dhadda
		 	Name	 	Vipul Dhadda
		 	Title:	 	Authorized Signatory


  

					
	by	 	/s/ Joan Park
		 	Name:	 	Joan Park
		 	Title:	 	Authorized Signatory


 [Signature Page to Amendment No. 2] 












 
			
	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF THE DATE FIRST WRITTEN ABOVE TO THE CREDIT AGREEMENT OF LULU’S FASHION LOUNGE, LLC
	
	Name of Lender: I-45 SPV LLC
		
	by:	 	/s/ Josh Weinstein
		 	Name: Josh Weinstein, CFA
		 	Title:   Managing Director


  

			
	For any Lender requiring a second signature block:
		
	by:	 	 
		 	Name:
		 	Title:


 [Signature Page to Amendment No. 2] 












 
			
	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF THE DATE FIRST WRITTEN ABOVE TO THE CREDIT AGREEMENT OF LULU’S FASHION LOUNGE, LLC
	
	Name of Lender: HMS FUNDING I LLC
	
	By: HMS Income Fund, Inc.
	       Its Designated Manager
		
	by:	 	/s/ Alejandro Palomo
		 	Name: Alejandro Palomo
		 	Title:   Authorized Agent


 [Signature Page to Amendment No. 2] 












 
			
	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF THE DATE FIRST WRITTEN ABOVE TO THE CREDIT AGREEMENT OF LULU’S FASHION LOUNGE, LLC
	
	Name of Lender: MAIN STREET CAPITAL
                            CORPORATION
		
	by:	 	/s/ Nick Meserve
		 	Name: Nick Meserve
		 	Title:   Managing Director


 [Signature Page to Amendment No. 2] 












 
			
	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF THE DATE FIRST WRITTEN ABOVE TO THE CREDIT AGREEMENT OF LULU’S FASHION LOUNGE, LLC
	
	Name of Lender:
	
	Monroe Capital MML CLO 2016-1, Ltd.


 
					
	
	By: Monroe Capital Management LLC, as Collateral Manager and Attorney-in-fact
		
	by:	 	/s/ Jeffrey Cupples
		 	Name:	 	Jeffrey Cupples
		 	Title:	 	Managing Director


 [Signature Page to Amendment No. 2] 












 
			
	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF THE DATE FIRST WRITTEN ABOVE TO THE CREDIT AGREEMENT OF LULU’S FASHION LOUNGE, LLC
	
	Name of Lender:
	
	Monroe Capital MML CLO 2017-1, Ltd.



 

					
	By: Monroe Capital Management LLC, as Collateral Manager and Attorney-in-fact
		
	by:	 	/s/ Jeffrey Cupples
		 	Name:	 	Jeffrey Cupples
		 	Title:	 	Managing Director


 [Signature Page to Amendment No. 2] 












 
			
	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF THE DATE FIRST WRITTEN ABOVE TO THE CREDIT AGREEMENT OF LULU’S FASHION LOUNGE, LLC
	
	Name of Lender:
	
	Monroe Capital MML CLO VI, Ltd.
	
	By: Monroe Capital Management LLC, as Asset Manager and Attorney-in-fact
		
	by:	 	/s/ Jeffrey Cupples
		 	Name: Jeffrey Cupples
		 	Title:   Managing Director


 [Signature Page to Amendment No. 2] 












 
			
	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF THE DATE FIRST WRITTEN ABOVE TO THE CREDIT AGREEMENT OF LULU’S FASHION LOUNGE, LLC
	
	Name of Lender:
	
	MONROE CAPITAL CORPORATION, in its capacity as a Lender
		
	by:	 	/s/ Jeffrey Cupples
		 	Name: Jeffrey Cupples
		 	Title:   Managing Director


 [Signature Page to Amendment No. 2] 












 
							
	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF THE DATE FIRST WRITTEN ABOVE TO THE CREDIT AGREEMENT OF LULU’S FASHION LOUNGE, LLC


 

							
	
	Name of Lender:
	
	 MONROE PRIVATE CREDIT
 FUND A
FINANCING SPV LLC,

	in its capacity as a Lender
	
	 By: MONROE PRIVATE CREDIT FUND A LP,

as its Designated Manager

	
	By: MONROE PRIVATE CREDIT FUND A LLC,
its general partner
		
	by:	 	/s/ Jeffrey Cupples
		 	Name: Jeffrey Cupples
		 	Title: Managing Director


 [Signature Page to Amendment No. 2] 












 
							
	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF THE DATE FIRST WRITTEN ABOVE TO THE CREDIT AGREEMENT OF LULU’S FASHION LOUNGE, LLC




					
	
	Name of Lender:
	
	MONROE CAPITAL PRIVATE CREDIT FUND I FINANCING SPV LLC, in its capacity as a Lender
	
	By: MONROE CAPITAL PRIVATE CREDIT FUND I LP, as its Designated Manager
	
	By: MONROE CAPITAL PRIVATE CREDIT FUND I LLC, its general partner
		
	by:	 	/s/ Jeffrey Cupples
		 	Name: Jeffrey Cupples
		 	Title: Managing Director


 [Signature Page to Amendment No. 2] 












 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF THE DATE FIRST WRITTEN ABOVE TO THE CREDIT AGREEMENT OF LULU’S FASHION LOUNGE,
LLC
  
 Name of Lender:

 
 MONROE CAPITAL PRIVATE CREDIT FUND II FINANCING SPV LLC, in its capacity as a Lender

 
 By: MONROE CAPITAL PRIVATE CREDIT FUND II LP, as Designated Manager

 
 By: MONROE CAPITAL PRIVATE CREDIT FUND II LLC, its general partner

		
	by:	 	/s/ Jeffrey Cupples
		 	Name: Jeffrey Cupples
		 	Title: Managing Director


 [Signature Page to Amendment No. 2] 












 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF THE DATE FIRST WRITTEN ABOVE TO THE CREDIT AGREEMENT OF LULU’S FASHION LOUNGE,
LLC
  
 Name of Lender:

 
 MONROE CAPITAL PRIVATE CREDIT FUND II (UNLEVERAGED) LP,
in its capacity as a
Lender
  
 By: MONROE CAPITAL PRIVATE CREDIT FUND II LLC, its general partner

 

		
	by:	 	/s/ Jeffrey Cupples
		 	 Name: Jeffrey Cupples
 Title: Managing
Director



 [Signature Page to Amendment No. 2] 












 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF THE DATE FIRST WRITTEN ABOVE TO THE CREDIT AGREEMENT OF LULU’S FASHION LOUNGE,
LLC
  
 Name of Lender:

 
 MONROE CAPITAL PRIVATE CREDIT FUND II-O
(UNLEVERAGED OFFSHORE) LP,
 in its capacity as a Lender
  

By: MONROE CAPITAL PRIVATE CREDIT FUND II LLC, its general partner

		
	by:	 	/s/ Jeffrey Cupples
		 	 Name: Jeffrey Cupples
 Title: Managing
Director



 [Signature Page to Amendment No. 2] 












 
			
	 TCW Direct Lending, LLC
  

By: TCW Asset Management Company LLC, its Investment Advisor

		
	by:	 	/s/ Suzanne Grosso
		 	 Name: Suzanne Grosso
 Title: Managing
Director

	  
 TCW Direct Lending Strategic Ventures
LLC

		
	by:	 	/s/ Suzanne Grosso
		 	 Name: Suzanne Grosso
 Title: Managing
Director

	  
 West Virginia Direct Lending, LLC 

 
 By: TCW Asset Management Company LLC, its Investment Advisor

		
	by:	 	/s/ Suzanne Grosso
		 	 Name: Suzanne Grosso
 Title: Managing
Director

	  
 TCW Skyline Lending, L.P. 

 
 By: TCW Asset Management Company LLC, its Investment Advisor

		
	by:	 	/s/ Suzanne Grosso
		 	 Name: Suzanne Grosso
 Title: Managing
Director



 [Signature Page to Amendment No. 2] 












 
			
	 TCW Brazos Fund, LLC
  

By: TCW Asset Management Company LLC, its Investment Advisor

		
	by:	 	/s/ Suzanne Grosso
		 	 Name: Suzanne Grosso
 Title: Managing
Director



 [Signature Page to Amendment No. 2]