Bebe Stores, Inc. Sample Contracts

RECITALS
Lease Agreement • September 28th, 2000 • Bebe Stores Inc • Retail-women's clothing stores
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2,500,000 SHARES (1) BEBE STORES, INC. COMMON STOCK FORM OF UNDERWRITING AGREEMENT June __, 1998
Bebe Stores Inc • May 19th, 1998 • Retail-women's clothing stores • California
CREDIT AGREEMENT
Credit Agreement • May 21st, 2009 • Bebe Stores, Inc. • Women's, misses', and juniors outerwear • California

THIS CREDIT AGREEMENT (this “Agreement”) is entered into as of May 15, 2009, by and between BEBE STORES, INC., a California corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

BEBE STORES, INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent Tax Benefit Preservation Plan Dated as of January 12, 2018
Tax Benefit Preservation Plan • January 16th, 2018 • Bebe Stores, Inc. • Women's, misses', and juniors outerwear • New York

date as may be determined by action of the Board of Directors prior to such time as any person or group becomes an Acquiring Person) following the commencement of, or announcement by the Company of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 4.99% or more of the Common Stock (the earlier of (i) and (ii) being called the “Distribution Date”), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificates or, with respect to any uncertificated Common Stock registered in book entry form, by notation in book entry, in either case together with a copy of this Summary of Rights. The Board can postpone the Distribution Date in certain circumstances. Shares held by persons participating in a group are deemed to be beneficially owned by all persons treated as the same entity for purposes of Section 382 of t

EXHIBIT 10.1 LEASE AGREEMENT
Lease Agreement • February 14th, 2001 • Bebe Stores Inc • Retail-women's clothing stores
RECITALS
Form of Indemnification Agreement • May 19th, 1998 • Bebe Stores Inc • Retail-women's clothing stores • California
Employment Agreement
Employment Agreement • December 15th, 2014 • Bebe Stores, Inc. • Women's, misses', and juniors outerwear • California

This Employment Agreement (the “Agreement”), dated as of December 15, 2014 (the “Effective Date”), is made by and between bebe stores, inc., a California corporation (the “Company”), and Jim Wiggett (the “Executive” and, together with the Company, the “Parties”).

BEBE STORES, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • May 15th, 2014 • Bebe Stores, Inc. • Women's, misses', and juniors outerwear • California

This Change in Control and Severance Agreement (the “Agreement”) is made and entered into effective as of January 16, 2014 (the “Effective Date”), by and between Liyuan Woo (“Executive”) and bebe stores, inc. (the “Company”).

BETWEEN
Retail Store License Agreement • February 16th, 1999 • Bebe Stores Inc • Retail-women's clothing stores • California
bebe stores, inc. RESTRICTED STOCK UNITS AGREEMENT
Restricted Stock Units Agreement • September 29th, 2003 • Bebe Stores Inc • Women's, misses', and juniors outerwear • California

bebe stores, inc. has granted to the individual (the “Participant”) named in the Notice of Grant of Restricted Stock Units (the “Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an award (the “Award”) of Restricted Stock Units upon the terms and conditions set forth in the Notice and this Agreement. The Award has been granted pursuant to the bebe stores, inc. 1997 Stock Plan (the “Plan”), as amended to the Date of Grant. The provisions of the Plan are incorporated into this Agreement by this reference. By signing the Notice, the Participant: (a) represents that the Participant has read and is familiar with the terms and conditions of the Notice, the Plan and this Agreement, (b) accepts the Award subject to all of the terms and conditions of the Notice, the Plan and this Agreement, (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors upon any questions arising under the Notice, the Plan or t

CONTRACT OF SALE
Contract of Sale • May 10th, 2012 • Bebe Stores, Inc. • Women's, misses', and juniors outerwear • California

THIS GRANT DEED (this “Deed”) is executed as of the day of , 2012, from MP Benicia Logistics, LLC, a Delaware limited liability company (“Grantor”), to [ ], a [ ] (“Grantee”).

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Employment Agreement • November 22nd, 2000 • Bebe Stores Inc • Retail-women's clothing stores • California
ASSET PURCHASE AND CONTRIBUTION AGREEMENT
Asset Purchase and Contribution Agreement • June 8th, 2016 • Bebe Stores, Inc. • Women's, misses', and juniors outerwear • Delaware

THIS ASSET PURCHASE AND CONTRIBUTION AGREEMENT (this “Agreement”) is dated as June 8, 2016, by and among bebe stores, inc., a California corporation (“bebe”), Bebe Studio, Inc., a California corporation (“BSI” and together with bebe, collectively, “Seller”), BB Brand Management LLC, a New York limited liability company (“BB Management”), and BB Brand Holdings LLC, a Delaware limited liability company (“Buyer”) (collectively, the “Parties”).

BUSINESS LOAN AGREEMENT
Business Loan Agreement • September 20th, 2004 • Bebe Stores Inc • Women's, misses', and juniors outerwear • California

This Agreement dated as of March 28, 2003, is among Bank of America N.A. (the “Bank”), bebe stores, inc. (“Borrower 1”) and bebe management, inc. (“Borrower 2”), and bebe studio, inc. (“Borrower 3”), (Borrower 1, Borrower 2, and Borrower 3 are sometimes referred to collectively as the “Borrowers” and individually as the “Borrower”).

June 24, 2009 Dear Kathy:
Bebe Stores, Inc. • September 17th, 2009 • Women's, misses', and juniors outerwear

It is a pleasure to present this employment contract for you to join the bebe team. The following details summarize your position, compensation, benefits, and other pertinent information relative to your employment with bebe stores, inc.

SEPARATION AGREEMENT
Separation Agreement • December 9th, 2014 • Bebe Stores, Inc. • Women's, misses', and juniors outerwear • California

This Separation Agreement (the “Agreement”) by and between Lawrence Smith (“Executive”) and bebe stores, inc. (the “Company”), is made effective as of the eighth (8th) day following the date Executive signs this Agreement (the “Effective Date”) with reference to the following facts:

LICENSE AGREEMENT SCHEDULE 1
License Agreement • June 8th, 2016 • Bebe Stores, Inc. • Women's, misses', and juniors outerwear • Delaware

THIS AGREEMENT (the “Agreement”) made as of June 8, 2016, (the “Effective Date”) by and between BB BRAND HOLDINGS LLC (“Licensor”), and BEBE STUDIO, INC. / BEBE STORES, INC., (“Licensee”), each with offices at the address set forth on Schedule 1.

May 14, 2014
Bebe Stores, Inc. • May 15th, 2014 • Women's, misses', and juniors outerwear
CONSULTING AGREEMENT
Consulting Agreement • October 2nd, 2017 • Bebe Stores, Inc. • Women's, misses', and juniors outerwear • California

This Consulting Agreement ("Agreement") is made as of April 18, 2017, by and between bebe stores, inc., a California corporation, and its subsidiaries party hereto (collectively, "Merchant" or a "~"), Great American Group, LLC, a California limited liability company ("Great American"), and Tiger Capital Group, LLC, a Massachusetts limited liability company ("Tiger"; together with Great American, "Consultant" and, together with Merchant, the "Parties").

BEBE STORES, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • January 9th, 2013 • Bebe Stores, Inc. • Women's, misses', and juniors outerwear • California

This Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between Steve Birkhold (“Executive”) and bebe stores, inc. (the “Company”), effective as of the date Executive commences employment with the Company (the “Effective Date”).

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • June 7th, 2017 • Bebe Stores, Inc. • Women's, misses', and juniors outerwear • New York

This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of May 30, 2017, is entered into by and between bebe stores, inc., a California corporation (“Bebe”) and GBG USA INC., a Delaware corporation (“Buyer”). Buyer and Bebe are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein and not otherwise defined shall have the meanings as set forth in the Asset Purchase Agreement (as defined below).

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LEASE 860113540–110300
Lease • September 29th, 2003 • Bebe Stores Inc • Women's, misses', and juniors outerwear

THIS LEASE, executed in duplicate this 3rd day of November, 2000, between Stanley Hirsh and Anita Hirsh as Trustees DBA Mercantile Center, hereinafter called Lessor and bebe stores inc., hereinafter called Lessee

GUARANTY
Bebe Stores, Inc. • June 7th, 2017 • Women's, misses', and juniors outerwear • New York

THIS GUARANTY (“Guaranty”) is effective as of May 31, 2017 by bebe management, inc., a Virginia corporation, bebe stores (Canada), inc., a California corporation, bebe studio, inc., a California corporation, and bebe studio realty, LLC, a California limited liability company (each a “Guarantor” and collectively, the “Guarantors”), in favor of GACP Finance Co., LLC, a Delaware limited liability company, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders from time to time party to the Loan Agreement referred to below. Capitalized terms not otherwise defined herein shall have the meaning given such terms in the Loan Agreement.

TERMINATION AGREEMENT
Termination Agreement • January 16th, 2018 • Bebe Stores, Inc. • Women's, misses', and juniors outerwear • New York

THIS TERMINATION AGREEMENT (“Agreement”) is made as of January 12, 2018 among bebe stores, inc., a California corporation (“Borrower”), bebe management, inc., a Virginia corporation (“bebe management”), bebe stores (Canada), inc., a California corporation (“bebe Canada”), bebe studio, inc., a California corporation (“bebe studio”), bebe studio realty, LLC, a California limited liability company (“bebe realty”), GACP Finance Co., LLC, a Delaware limited liability company, as administrative agent (in such capacity, “Administrative Agent”) under the Loan Agreement described below, and B. Riley Financial, Inc., a Delaware corporation (“Lender”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Loan Agreement.

Monday, June 04, 2007 To: Tom Curtis Re: CONFIDENTIAL EMPLOYEE TRANSITION AGREEMENT
Transition Agreement • September 14th, 2007 • Bebe Stores, Inc. • Women's, misses', and juniors outerwear • California

If accepted by you, this letter sets forth the terms of your separation from bebe Stores, Inc. (“Employer”) as Sr. Vice President of BEBESPORT, and includes a General Release of Claims. WHEREFORE, the parties agree as follows:

INVESTOR AGREEMENT
Investor Agreement • January 16th, 2018 • Bebe Stores, Inc. • Women's, misses', and juniors outerwear • Delaware

This INVESTOR AGREEMENT (this “Agreement”) is made and entered into as of January 12, 2018, by and among bebe stores, inc., a California corporation (the “Company”), and each investor listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”).

THIRD AMENDMENT TO BUSINESS LOAN AGREEMENT
Business Loan Agreement • November 23rd, 2005 • Bebe Stores Inc • Women's, misses', and juniors outerwear

This Third Amendment to Business Loan Agreement (the “Amendment”) is made as of November 22, 2005, by and between Bank of America, N.A. (“Bank”) on the one hand, and Bebe Stores, Inc. (“Borrower 1”), Bebe Management, Inc. (“Borrower 2”), and Bebe Studio, Inc. (“Borrower 3”) (Borrower 1, Borrower 2, and Borrower 3 are sometimes referred to collectively as the “Borrowers” and individually as the “Borrower”) on the other hand.

Standby Letter of Credit Agreement
Letter of Credit Agreement • May 15th, 2014 • Bebe Stores, Inc. • Women's, misses', and juniors outerwear • California
STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL ESTATE (Non-Residential) American Industrial Real Estate Association
Offer, Agreement and Escrow Instructions for Purchase • September 13th, 2004 • Bebe Stores Inc • Women's, misses', and juniors outerwear
THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 7th, 2013 • Bebe Stores, Inc. • Women's, misses', and juniors outerwear • California

THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of February 1, 2013, by and between BEBE STORES, INC., a California corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

FIFTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 13th, 2014 • Bebe Stores, Inc. • Women's, misses', and juniors outerwear • California
DEBT CONVERSION AND PURCHASE AND SALE AGREEMENT BY AND AMONG BEBE STORES, INC., THE MANNY MASHOUF LIVING TRUST AND B. RILEY FINANCIAL, INC. DATED AS OF JANUARY 12, 2018
Debt Conversion and Purchase and Sale Agreement • January 16th, 2018 • Bebe Stores, Inc. • Women's, misses', and juniors outerwear • Delaware

THIS DEBT CONVERSION AND PURCHASE AND SALE AGREEMENT (including the exhibits and schedules hereto, each as amended or restated from time to time, this “Agreement”), dated as of January 12, 2018, is made by and between B. Riley Financial, Inc., a Delaware corporation (“Purchaser”), The Manny Mashouf Living Trust (“Seller”), and bebe stores, inc., a California corporation (the “Company”).

AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF BB BRAND HOLDINGS LLC a Delaware Limited Liability Company
Limited Liability • June 8th, 2016 • Bebe Stores, Inc. • Women's, misses', and juniors outerwear • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of BB Brand Holdings LLC (the “Company”), a limited liability company organized under the Delaware Limited Liability Company Act, as amended from time to time (the “Act”), is made and entered into as of the 8th day of June, 2016 (the “Effective Date”), by and between bebe stores, inc., a California corporation (“BB Member”), and BB Brand Management LLC, a New York limited liability company (“Bluefin Member”).

FOURTH AMENDMENT TO BUSINESS LOAN AGREEMENT
Business Loan Agreement • February 2nd, 2009 • Bebe Stores, Inc. • Women's, misses', and juniors outerwear

This Fourth Amendment to Business Loan Agreement (the “Amendment”) is made as of March 31, 2009, by and between Bank of America, N.A. (“Bank”) on the one hand, and bebe stores, inc. (“Borrower 1”), bebe management, inc. (“Borrower 2”), and bebe studio, inc. (“Borrower 3”) (Borrower 1, Borrower 2, and Borrower 3 are sometimes referred to collectively as the “Borrowers” and individually as the “Borrower”) on the other hand.

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