REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of February 9, 2007, by and among Ascendia Brands, Inc. (f/k/a Cenuco, Inc.), a Delaware corporation, with headquarters located at 100 American Metro Boulevard,...Registration Rights Agreement • February 13th, 2007 • Prentice Capital Management, LP • Perfumes, cosmetics & other toilet preparations • New York
BY AND AMONGAgreement and Plan of Merger • February 3rd, 2006 • Prentice Capital Management, LP • Retail-jewelry stores • Delaware
EXHIBIT 12Stock Option Agreement • October 31st, 2005 • Prentice Capital Management, LP • Retail-family clothing stores • Tennessee
AMENDED AND RESTATED SHARE PURCHASE AGREEMENT AMENDED AND RESTATED SHARE PURCHASE AGREEMENT (the "AGREEMENT"), dated as of August 9, 2006 by and among The Russell Berrie Foundation, a New Jersey Nonprofit Corporation (the "SELLER"), and the investors...Share Purchase Agreement • August 14th, 2006 • Prentice Capital Management, LP • Dolls & stuffed toys • New York
EXHIBIT HStock Option Agreement • October 25th, 2005 • Prentice Capital Management, LP • Retail-family clothing stores • Tennessee
THIRD AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT THIRD AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of February 9, 2007, by and among Ascendia Brands, Inc. (f/k/a Cenuco, Inc.), a Delaware corporation, with...Securities Purchase Agreement • February 13th, 2007 • Prentice Capital Management, LP • Perfumes, cosmetics & other toilet preparations • New York
EXHIBIT 2Subordination Agreement • May 12th, 2005 • Prentice Capital Management, LP • Retail-women's clothing stores • New York
EXHIBIT 11Support Agreement • October 31st, 2005 • Prentice Capital Management, LP • Retail-family clothing stores • Tennessee
INVESTORS' RIGHTS AGREEMENT INVESTORS' RIGHTS AGREEMENT (this "AGREEMENT"), dated as of August 10, 2006, by and among Russ Berrie and Company, Inc., a New Jersey corporation, with headquarters located at 111 Bauer Drive, Oakland, New Jersey 07436 (the...Investors' Rights Agreement • August 14th, 2006 • Prentice Capital Management, LP • Dolls & stuffed toys • New York
PAGE 1. DEFINITIONS AND RULES OF INTERPRETATION.......................1 2. LOANS........................................................14 3. INTENTIONALLY OMITTED........................................16 4. INTENTIONALLY...Credit Agreement • February 3rd, 2006 • Prentice Capital Management, LP • Retail-jewelry stores
AMENDMENT NO. 1 TO AMENDMENT AND EXCHANGE AGREEMENT AMENDMENT NO. 1, dated as of December 29, 2006 (the "AGREEMENT"), to the Amendment and Exchange Agreement (the "COMMON EXCHANGE AGREEMENT", as amended hereby, the "AMENDED COMMON EXCHANGE...Amendment and Exchange Agreement • December 29th, 2006 • Prentice Capital Management, LP • Communications services, nec • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 18th, 2008 • Prentice Capital Management, LP • Perfumes, cosmetics & other toilet preparations • New York
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of January 15, 2008, by and among Ascendia Brands, Inc., a Delaware corporation, with headquarters located at 100 American Metro Boulevard, Suite 108, Hamilton, NJ 08619 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
BY AND AMONGAcquisition Agreement And • October 31st, 2005 • Prentice Capital Management, LP • Retail-family clothing stores • Tennessee
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 18th, 2008 • Prentice Capital Management, LP • Perfumes, cosmetics & other toilet preparations • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of January 15, 2008, by and among Ascendia Brands, Inc. (f/k/a Cenuco, Inc.), a Delaware corporation, with headquarters located at 100 American Metro Boulevard, Suite 108, Hamilton, NJ 08619 (the "Company"), and the undersigned buyers (each, a "Buyer", and collectively, the "Buyers").
AGREEMENT TO POSTPONE JANUARY 19 SPECIAL MEETING OF STOCKHOLDERS AGREEMENT TO POSTPONE JANUARY 19 SPECIAL MEETING OF STOCKHOLDERS (this "Agreement"), dated as of January 17, 2006, between Whitehall Jewellers, Inc., a Delaware corporation (the...Prentice Capital Management, LP • January 18th, 2006 • Retail-jewelry stores • Delaware
AGREEMENTAgreement • March 28th, 2011 • Prentice Capital Management, LP • Retail-catalog & mail-order houses • New York
This Agreement, dated as of March 25, 2011 (“Agreement”), is by and among dELiA*s, Inc., a Delaware corporation (the “Company”), Michael Zimmerman, an individual resident of New York (“Zimmerman”), Mario Ciampi, an individual resident of New York (“Ciampi”) and the other individuals and entities that are signatories hereto (collectively with Zimmerman and Ciampi, the “Zimmerman Group”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • August 22nd, 2012 • Prentice Capital Management, LP • Retail-catalog & mail-order houses • Massachusetts
This Intercreditor Agreement (this “Agreement”) is made as of August 13, 2012 by and among (i) Prentice Consumer Partners, L.P., a Delaware limited partnership (“Prentice”) and Rho Ventures VI, L.P., a Delaware limited partnership (“Rho”, and together with Prentice, the “Junior Creditors”, and each, a “Junior Creditor”), (ii) Wells Fargo Bank, National Association (the “Senior Creditor”) and (iii) Bluefly, Inc., a Delaware corporation (“Bluefly”) and EVT Acquisition Co., LLC, a New York limited liability company (together with Bluefly, collectively, the “Borrowers”).
JOINT FILING AGREEMENTJoint Filing Agreement • March 28th, 2011 • Prentice Capital Management, LP • Retail-catalog & mail-order houses
This will confirm the agreement by and among the undersigned hat the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share, of dELiA*s, Inc., a Delaware corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below, in accordance with Rule 13d-1 under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
ASSIGNMENT AGREEMENTAssignment Agreement • January 18th, 2008 • Prentice Capital Management, LP • Perfumes, cosmetics & other toilet preparations
This Assignment Agreement (the "Assignment Agreement") dated as of January 15, 2008, by and between Prencen Lending LLC, a Delaware limited liability company (the "Assignor") and Prencen LLC, a Delaware limited liability company (the "Assignee").
WAIVER AND CONSENT UNDER AND THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND NOTESecurities Purchase Agreement and Note • January 18th, 2008 • Prentice Capital Management, LP • Perfumes, cosmetics & other toilet preparations
THIS WAIVER AND CONSENT UNDER AND THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND NOTE (“Waiver and Consent”), dated as of January 15, 2008, is entered into by and among Ascendia Brands, Inc. (the “Company”), Prencen LLC ("Prencen") and Prencen Lending LLC (the “Lender” and together with Prencen, the "Prencen Entities").
EXHIBIT A JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Amendment No. 8 to the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial...Joint Filing Agreement • February 3rd, 2006 • Prentice Capital Management, LP • Retail-jewelry stores
This will confirm the agreement by and among the undersigned that the Amendment No. 8 to the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share, of Whitehall Jewellers, Inc., a Delaware corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below, in accordance with Rule 13d-1 under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
PRENTICE CAPITAL MANAGEMENT, LP 623 Fifth Avenue, 32nd Floor New York, New York 10022 February 9, 2007Prentice Capital Management, LP • January 18th, 2008 • Perfumes, cosmetics & other toilet preparations
This letter confirms our agreement regarding (i) your “tag-along” rights with respect to the stock options that you will be granted under the Ascendia Brands 2007 Stock Incentive Plan (the “Option”) and (ii) Prencen Lending’s guarantee of the payment of the “Special Bonus” as described in Section 3(e) of the employment agreement between you and Ascendia Brands, Inc. (the “Company”) dated February 9, 2007 (the “Employment Agreement”). This letter is given by us as an inducement to your entering into your Employment Agreement pursuant to which you are being issued the Option discussed below.
October 23, 2005 GF Goods Inc. c/o GMM Capital, LLC 689 Fifth Avenue 14th Floor New York, NY 10022 Gentlemen and Ladies: Reference is made to that certain Acquisition Agreement and Agreement and Plan of Merger Agreement (the "Agreement"), to be...Prentice Capital Management, LP • October 25th, 2005 • Retail-family clothing stores • New York
This letter will confirm the commitment of Prentice Capital Management, LP, on behalf of one or more of its affiliated funds or managed accounts ("PRENTICE") and GMM Capital, LLC ("GMM"), to provide equity and debt financing (the "FINANCING") to AcquisitionCo in an amount in cash sufficient for the payment of the aggregate Offer Price, at or prior to the Offer Payment Date (the "OFFER CONTRIBUTION OBLIGATION"), and the aggregate Merger Consideration and Option Consideration, at or prior to the Effective Time (the "MERGER CONTRIBUTION OBLIGATION"). The proceeds to AcquisitionCo from this financing will be used to provide the financing for the acquisition of the Company pursuant to the Agreement (the "ACQUISITION").
JOINT FILING AGREEMENTJoint Filing Agreement • March 4th, 2016 • Prentice Capital Management, LP • Women's, misses', and juniors outerwear
This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share, of Bebe Stores, Inc., a California corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below, in accordance with Rule 13d-1 under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
STOCK PURCHASE AGREEMENT by and among RUNWAY ACQUISITION SUB, INC. and THE STOCKHOLDERS OF BLUEFLY, INC. LISTED ON THE SIGNATURE PAGES HERETO May 23, 2013Stock Purchase Agreement • May 30th, 2013 • Prentice Capital Management, LP • Retail-catalog & mail-order houses • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 23,2013, by and among RUNWAY ACQUISITION SUB, INC., a Delaware corporation (“Purchaser”), and certain stockholders of Bluefly, Inc., a Delaware corporation (the “Company”), listed on Schedule A (each, a “Seller” and, collectively, the “Sellers”).
January 16, 2008Prentice Capital Management, LP • January 18th, 2008 • Perfumes, cosmetics & other toilet preparations • New York
Reference is hereby made to that certain (i) Employment Agreement, dated as of February 9, 2007 (the “Employment Agreement”), by and between Steven Scheyer (the “Executive”) and Ascendia Brands, Inc. (the “Company”) pursuant to which, among other things, the Company was obligated to pay the Executive a cash bonus in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Special Bonus”) on January 1, 2008 and (ii) letter agreement, dated as of February 9, 2007, by and among Prentice Capital Management, LP, Prencen Lending LLC (“Prencen Lending”) and the Executive pursuant to which, among other things, Prencen Lending guaranteed payment of the Special Bonus to the Executive (the “Guaranty”).
