X0306 4 2020-11-05 0 0001643953 Purple Innovation, Inc. PRPL 0001409751 Coliseum Capital Management, LLC 105 ROWAYTON AVENUE ROWAYTON CT 06853 1 0 1 0 0001430708 Shackelton Christopher S 105 ROWAYTON AVE. ROWAYTON CT 06853 1 0 1 0 0001409585 Coliseum Capital, LLC 105 ROWAYTON AVE. ROWAYTON CT 06853 1 0 1 0 0001356974 COLISEUM CAPITAL PARTNERS, L.P. 105 ROWAYTON AVE. ROWAYTON CT 06853 1 0 1 0 0001670736 Coliseum Co-Invest Debt Fund, L.P. 105 ROWAYTON AVE. ROWAYTON CT 06853 1 0 1 0 0001807345 Coliseum Capital Co-Invest III, L.P. 105 ROWAYTON AVE ROWAYTON CT 06853 1 0 1 0 0001454123 Gray Adam 105 ROWAYTON AVE. ROWAYTON CT 06853 1 0 1 0 Class A Common Stock ("Common Stock") 2020-11-05 4 X 0 2613240 0.00 A 12643215 I See Footnotes Common Stock 2020-11-09 4 M 0 1422139 11.50 A 14065345 I See Footnotes Common Stock 2020-11-09 4 D 0 536569 30.48 D 13528785 I See Footnotes Incremental Loan Warrants (right to buy) 2020-11-05 4 X 0 2613240 0.00 D 2020-11-05 2024-02-26 Common Stock 2613240 0 I See Footnotes Public Warrants (right to buy) 2020-11-09 4 M 0 2844278 0.00 D 2020-11-09 2023-02-02 Common Stock 1422139 0 I See Footnotes On November 5, 2020, the reporting persons exercised warrants on a cashless basis in exchange for common stock, which were received in connection with the Amended and Restated Credit Agreement, dated as of February 26, 2019, by and among Purple Innovation, LLC (the "Issuer"), Coliseum Capital Partners, L.P. ("CCP"), a separate account investment advisory client of CCM (defined below) (the "Separate Account") and Coliseum Co-Invest Debt Fund, L.P. ("COC") (the "Incremental Loan Warrants"), with each Incremental Loan Warrant providing the right to purchase one share of the Common Stock per Incremental Loan Warrant at a price of $0.00 per share. On November 9, 2020, the reporting persons exercised warrants that were purchased in the open market (the "Public Warrants") in exchange for common stock, with each Public Warrant providing the right to purchase one-half share of Common Stock per Public Warrant at a price of $11.50 per whole share. The disposition of Common Stock in connection with the cashless exercise was exempted pursuant to Rule 16b-3 of the Securities Exchange Act of 1934, as amended, by resolution of the board of directors of the Issuer prior to the disposition. The number of shares issuable upon a cashless exercise is determined, in accordance with Section 3.3.1(b) of the Warrant Agreement, dated as of July 29, 2015, by and between Global Partner Acquisition Corp. and Continental Stock Transfer & Trust Company, by dividing (x) the product of the number of shares of Common Stock underlying the Public Warrants multiplied by the difference between $11.50 and the Fair Market Value by (y) the Fair Market Value. For this purpose, the "Fair Market Value" is equal to the average last sale price of the Issuer's Common Stock for the ten (10) trading days ending on the third trading day prior to October 27, 2020. The Issuer has calculated the Fair Market Value to be $30.48. The Common Stock is held directly by (a) CCP, an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Co-Invest III, L.P. ("CCC III" and together with CCP, the "Funds"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (c) the Separate Account. Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CCM and CC. Each of Shackelton, Gray, CCP, COC, CCC III, the Separate Account, CC and CCM disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein. Following the transactions reported herein, CCP, CCC III and the Separate Account directly owned 8,776,606, 1,734,476 and 3,017,703 shares of Common Stock, respectively. Gray is a director of the Issuer. As a result, the following persons may be deemed directors by deputization of the Issuer solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended: CCM, CC, CCP, COC, CCC III and Shackelton. Coliseum Capital Management, LLC, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 2020-11-09 Coliseum Capital, LLC, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 2020-11-09 Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 2020-11-09 Coliseum Co-Invest Debt Fund, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 2020-11-09 Coliseum Capital Co-Invest III, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 2020-11-09 Adam Gray, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 2020-11-09 Christopher Shackelton, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 2020-11-09