What changed in this filing

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Item 5. Other Information

2023-05-10 compared with 2022-11-09 · 91 added, 38 removed, 18 unchanged (88% of the section changed)

OTHER INFORMATION

Merger Agreement, dated as of August 31, 2022, by and among Purple Innovation, Inc., Gelato Intermediate, LLC, Gelato Merger Sub, Inc., Advanced Comfort Technologies, Inc., and D.

Scott Peterson (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No.

001-37523) filed with the SEC on September 1, 2022).

Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q (File No.

On May 10, 2023, the Company entered into a sixth amendment to the 2020

Credit Agreement.

This amendment clarified an ambiguity identified in the first sentence of Section 7.07(d), as amended by the fifth amendment,

providing that Minimum Consolidated EBITDA as of each of March 31, 2023 and June 30, 2023 pertains to the Consolidated EBITDA for each

such fiscal quarter rather than Consolidated EBITDA for the trailing twelve-month period.

The foregoing description of the Sixth Amendment

does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Sixth Amendment, a copy of which

is attached hereto as Exhibit 10.13 and is incorporated herein by reference.

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q

001-37523) filed with the SEC on November 6, 2019)

Certificate of Designation of the Preferred Stock of the Company, dated September 26, 2022 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No.

001-37523) filed with the SEC on September 27, 2022).

Stockholder Rights Agreement, dated as of September 25, 2022, by and between the Company and Pacific Stock Transfer Company, as rights agent (which includes the Form of Rights Certificate as Exhibit B thereto) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No.

of Designation of the Preferred Stock of the Company, dated September 26, 2022 (incorporated by reference to Exhibit 3.1 to the Current

Report on Form 8-K (File No.

001-37523) filed with the SEC on September 27, 2022).

Second Consultancy Agreement, dated as of August 11, 2022, by and among Bennett Nussbaum and Purple Innovation, Inc.

(incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K (File No.

001-37523) filed with the SEC on August 16, 2022).

Certification by Robert T.

DeMartini, Chief Executive Officer, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification by Bennett L.

Nussbaum, Interim Chief Financial Officer, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification by Robert T.

DeMartini, Chief Executive Officer, pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification by Bennett L.

Nussbaum, Interim Chief Financial Officer, pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

of Designation of Proportional Representation Preferred Linked Stock of the Company, dated February 14, 2023 (incorporated by reference

to Exhibit 3.1 to the Current Report on Form 8-K (File No.

001-37523) filed with the SEC on February 14, 2023).

Certificate of Elimination

of the Series A Junior Participating Preferred Stock, dated April 27, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s

Current Report on Form 8-K filed April 27, 2023)

Certificate of Elimination

of the Proportional Representation Preferred Linked Stock, dated April 27, 2023 (incorporated by reference to Exhibit 3.2 to the

Company’s Current Report on Form 8-K filed April 27, 2023)

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed April

Amendment to Stockholder Rights Agreement, dated April 27, 2023, by and between Purple Innovation, Inc.

and Pacific Stock Transfer

Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed April 27, 2023)

Agreement between Purple Innovation, Inc.

and Coliseum Capital Management, LLC, dated April 19, 2023 (incorporated by reference to

Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 21, 2023)

Fifth Amendment to the 2020 Credit Agreement dated February 17, 2023 by and among Purple Innovation, LLC, Purple

Innovation, Inc., KeyBank National Association, and the other lender parties thereto (incorporated by reference to Exhibit 10.1 to the

Company’s Current Report on Form 8-K filed February 21, 2023)

Amended and Restated Restricted Share Unit Agreement

dated March 15, 2023, between the Company and Robert T.

DeMartini (incorporated by reference to Exhibit 10.1 to the Company’s Current

Report on Form 8-K filed March 21, 2023).

Restated Option Grant Agreement dated March 15, 2023, between the Company and Robert T.

DeMartini (incorporated by reference to Exhibit

10.2 to the Company’s Current Report on Form 8-K filed March 21, 2023).

Amended and Restated Restricted

Share Unit Agreement (Reissued) dated March 15, 2023, between the Company and Robert T.

DeMartini (incorporated by reference to Exhibit

10.3 to the Company’s Current Report on Form 8-K filed March 21, 2023).

Amended and Restated Option

Grant Agreement (Reissued) dated March 15, 2023, between the Company and Robert T.

DeMartini (incorporated by reference to Exhibit

10.4 to the Company’s Current Report on Form 8-K filed on March 21, 2023).

Amended and Restated Restricted

Share Unit Agreement (Reissued Excess Subject to Approval) dated March 15, 2023, between the Company and Robert T.

DeMartini (incorporated

by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on March 21, 2023).

Amended and Restated Option

Grant Agreement (Reissued Excess Subject to Approval) dated March 15, 2023, between the Company and Robert T.

DeMartini (incorporated

by reference to exhibit 10.6 to the Company’s Current Report on Form 8-K filed on March 21, 2023).

Memorandum of Understanding

dated April 11, 2013 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on April

Innovation, Inc.

2023 Short-Term Cash Incentive Plan, dated as of April 13, 2023 (incorporated by reference to Exhibit 99.1 to the

Company’s Current Report on Form 8-K filed on April 19, 2023).

Form of Restricted Share

Unit Agreement (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on April 19, 2023).

Form of Performance-Based

Share Unit Agreement (incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K filed on April

Sixth Amendment to the 2020 Credit Agreement dated May 10, 2023 by

and among Purple Innovation, LLC, Purple Innovation, Inc., Intellibed, LLC and KeyBank National Association .

Certification

DeMartini, Chief Executive Officer, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant

to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

by Bennett L.

Nussbaum, Interim Chief Financial Officer, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted

pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

DeMartini, Chief Executive Officer, pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted

pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification

by Bennett L.

Nussbaum, Interim Chief Financial Officer, pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as

adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Form of Restricted Share

Unit Agreement pursuant to the Purple Innovation, Inc.

2017 Incentive Plan (incorporated by reference to Exhibit 99.2 to the Company’s

Current Report on Form 8-K filed April 19, 2023)

XBRL Instance Document

13 unchanged sentences

embedded within the Inline XBRL document.

Filed herewith.

Indicates management contract

or compensatory plan.

(1) Certain schedules and exhibits to this agreement have been

omitted pursuant to Item 601(a)(5) of Regulation S-K.

A copy of any omitted exhibit or schedule will be furnished supplementally to the

SEC or its staff upon request.

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto

duly authorized.

PURPLE INNOVATION, INC.

November 9, 2022

Chief Executive Officer

(Principal Executive Officer)

November 9, 2022

Interim Chief Financial Officer

(Principal Financial Officer)

November 9, 2022

VP Accounting and Financial Reporting

(Principal Accounting Officer)

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned thereunto duly authorized.

INNOVATION, INC.

Executive Officer

Executive Officer)

Chief Financial Officer

Financial Officer)

Accounting and Financial Reporting

Accounting Officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information