Benaroya Raphael Sample Contracts

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1 AMENDMENT NO. 2 TO RESTATED STOCKHOLDERS' AGREEMENT
Stockholders' Agreement • February 7th, 1997 • Benaroya Raphael/GRR/CRW/Fs/JFW/Cal/Js • Retail-women's clothing stores
SHARE TENDER AGREEMENT
Share Tender Agreement • September 12th, 2007 • Benaroya Raphael • Retail-women's clothing stores • Delaware

This SHARE TENDER AGREEMENT (this “Agreement”), is dated as of September 10, 2007 (this “Agreement”), by and among Redcats USA, Inc., a Delaware corporation (“Parent”), Boulevard Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), United Retail Group, Inc., a Delaware corporation (the “Company”), and Raphael Benaroya, in his capacity as stockholder of the Company (the “Stockholder”).

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • August 18th, 2006 • Benaroya Raphael • Dolls & stuffed toys • New York

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 D. E. Shaw Laminar Portfolios, L.L.C. (the “Investor”).

File No. IN THE MATTER OF THE RUSSELL : RECEIPT, RELEASE, BERRIE 2002A TRUST : REFUNDING AND SHARE : VOTING AND DISPOSITION : AGREEMENT
Benaroya Raphael • August 18th, 2006 • Dolls & stuffed toys

WHEREAS, by an indenture dated June 10, 2002, between the late Russell Berrie, as grantor (the “Grantor”), and Russell Berrie and Myron Rosner as trustees (the “Trust”), certain property was to be held IN TRUST, to pay the net income and so much of the principal as either trustee determined, to Russell Berrie during his life, and upon his death, the trustees were to distribute all property then belonging to the Trust, together with all property added to the Trust as a result of the Grantor’s death, pursuant to Article TWO, Sections I-V and Section VIII; and

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • August 18th, 2006 • Benaroya Raphael • Dolls & stuffed toys • New York

SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of August 4, 2006 by and among The Russell Berrie Foundation, a New Jersey Nonprofit Corporation (the “Seller”), and the investors listed on the Schedule of Investors attached hereto (each individually, an “Investor” and, collectively, the “Buyer”).

AMENDED AND RESTATED SHARE PURCHASE AGREEMENT
Share Purchase Agreement • August 18th, 2006 • Benaroya Raphael • Dolls & stuffed toys • New York

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 listed on the Schedule of Investors attached hereto (each individually, an “Investor” and, collectively, the “Buyer”).

AGREEMENT JOINT FILING OF SCHEDULE 13D
Benaroya Raphael • August 18th, 2006 • Dolls & stuffed toys

This Agreement may be executed in multiple counterparts, each of which shall constitute an original, one and the same instrument.

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