Cooperation Agreement (

• Date: 07 January 2020
• Parties: e.l.f. Beauty, Inc. ("Company", "Party"), Marathon Partners Equity Management, LLC ("Marathon Partners", "Party", collectively with Marathon Partners L.P., Marathon Focus Fund L.P., Marathon Partners LUX Fund, L.P., Cibelli Research & Management, LLC, and Mario Cibelli, the "Marathon Parties"), Marathon Partners L.P. ("Party", collectively with Marathon Partners Equity Management, LLC, Marathon Focus Fund L.P.,Marathon Partners LUX Fund, L.P., Cibelli Research & Management, LLC, and Mario Cibelli, the "Marathon Parties"), Marathon Focus Fund L.P. ("Party", collectively with Marathon Partners Equity Management, LLC, Marathon Partners L.P., Marathon Partners LUX Fund, L.P., Cibelli Research & Management, LLC, and Mario Cibelli, the "Marathon Parties"), Marathon Partners LUX Fund, L.P. ("Party", collectively with Marathon Partners Equity Management, LLC, Marathon Partners L.P., Marathon Focus Fund L.P., Cibelli Research & Management, LLC, and Mario Cibelli, the "Marathon Parties"), Cibelli Research & Management, LLC ("Party", collectively with Marathon Partners Equity Management, LLC, Marathon Partners L.P., Marathon Focus Fund L.P., Marathon Partners LUX Fund, L.P., and Mario Cibelli, the "Marathon Parties"), Mario Cibelli ("Party", collectively with Marathon Partners Equity Management, LLC, Marathon Partners L.P., Marathon Focus Fund L.P., Marathon Partners LUX Fund, L.P., and Cibelli Research & Management, LLC, the "Marathon Parties")
• Section: Commercial Contracts

Exhibit 10.1

COOPERATION AGREEMENT

This Cooperation Agreement (“Agreement”) is entered into as of July 1, 2020, by and between e.l.f. Beauty, Inc., a Delaware corporation (the

“Company”), and Marathon Partners Equity Management, LLC (“Marathon Partners”), Marathon Partners L.P., Marathon Focus Fund L.P.,

Marathon Partners LUX Fund, L.P., Cibelli Research & Management, LLC and Mario Cibelli (collectively, the “Marathon Parties”) (each of the

Company, on the one hand, and the Marathon Parties, on the other hand, a “Party” to this Agreement, and collectively, the “Parties”).

RECITALS

WHEREAS, the Marathon Parties have voting power or sole dispositive power or otherwise have beneficial ownership of 2,585,000 shares of the

common stock, par value $0.01 per share, of the Company (the “Common Stock”) as of the date of this Agreement;

WHEREAS, Marathon Partners submitted a letter to the Company on May 28, 2020 (the “Nomination Notice”) nominating a slate of director

candidates to be elected to the Board of Directors of the Company (the “Board”) at the Company’s 2020 Annual Meeting of Shareholders (the

“2020 Annual Meeting”); and

WHEREAS, as of the date of this Agreement, the Company and the Marathon Parties have determined to come to an agreement with respect to

certain matters set forth below.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good

and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties to this Agreement, intending to be legally bound,

agree as follows:

1. Board Nomination; Certain Information; Other Board and Company Actions.

(a) Lori Keith (the “New Director”) has provided the Company with (i) fully completed and executed copies of the Company’s standard director &

officer questionnaire, representation and agreement letter, and other reasonable and customary director onboarding documentation, including (A)

all information reasonably requested by the Company that is required to be disclosed for directors, candidates for directors, and their affiliates and

representatives in a proxy statement or other filings under applicable law or regulation or stock exchange rules or listing standards, in each case,

relating to their appointment, nomination or election as a director of the Company and (B) information reasonably requested by the Company in

connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory

obligations, in each case, relating to their appointment, nomination or election as a director of the Company and required by the Company in

connection with the appointment or election of new members of the Board, (ii) an executed consent of the New Director to be named in any proxy

statement or other filings under applicable law or stock exchange rules or listing standards and to serve as a Class III Director and (iii) a written

representation that the New Director, if elected as a director of the Company, would be in compliance, and will comply with, all applicable

confidentiality, corporate governance, conflict of interest, Regulation FD, code of conduct and ethics, stock ownership and trading policies and

guidelines, and other policies of the Company applicable to members of the Board (collectively, the “Information”), and has cooperated with a

background check.

(b) Based on the Information, the Nominating and Corporate Governance Committee (the “Nominating Committee”) of the Board and the Board

have determined that the New Director may serve as an “independent” director of the Company in accordance with the rules and listing standards

of the New York Stock Exchange (“NYSE”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).

(c) As promptly as practicable, but in no event later than two business days following the execution of this Agreement, the Nominating Committee

and the Board shall take all necessary action to (i) increase the size of the Board from eight to nine directors, with such new Board seat to be in

Class III, (ii) appoint the New Director as a Class III director on the Board and (iii) appoint the New Director to the Nominating Committee.