REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 30th, 2014 • Body Central Corp • Retail-apparel & accessory stores • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 27, 2014, by and among Body Central Corp., a Delaware corporation, with headquarters located at 6225 Powers Avenue, Jacksonville, Florida 32217 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).
BODY CENTRAL CORP. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 30th, 2010 • Body Central Acquisition Corp • Retail-apparel & accessory stores • Delaware
This Agreement is made as of the [ ] day of 2010, by and between Body Central Corp., a Delaware corporation (the “Corporation”), and [ ] (the “Indemnitee”), a director or officer of the Corporation (the “Agreement”).
5,000,000 Shares Body Central Corp. Common Stock PURCHASE AGREEMENTPurchase Agreement • January 27th, 2011 • Body Central Corp • Retail-apparel & accessory stores • New York
Body Central Corp., a Delaware corporation (the “Company”), and the stockholders of the Company listed in Schedule I hereto (the “Selling Stockholders”) severally propose to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of 5,000,000 shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company. The Firm Shares consist of 100,000 authorized but unissued shares of Common Stock to be issued and sold by the Company and 4,900,000 outstanding shares of Common Stock to be sold by the Selling Stockholders. The Selling Stockholders have also granted to the several Underwriters an option to purchase up to 750,000 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”
CREDIT AGREEMENTCredit Agreement • February 7th, 2014 • Body Central Corp • Retail-apparel & accessory stores • New York
The Borrowers have requested that the Lenders provide a revolving credit facility, a term loan facility, and a delayed draw term loan facility, and the Lenders have indicated their willingness to lend, on the terms and conditions set forth herein.
BODY CENTRAL ACQUISITION CORP. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • July 7th, 2010 • Body Central Acquisition Corp • Delaware
This INCENTIVE STOCK OPTION AGREEMENT, dated as of August 15, 2007, (this “Agreement”), is between BODY CENTRAL ACQUISITION CORP., a Delaware corporation (the “Company”), and Richard L. Walters (the “Optionee”). Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Company’s 2006 Equity Incentive Plan, a copy of which is attached hereto as Exhibit A (as amended from time to time, the “Plan”).
BODY CENTRAL ACQUISITION CORP. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • August 17th, 2010 • Body Central Acquisition Corp • Retail-apparel & accessory stores • Delaware
This INCENTIVE STOCK OPTION AGREEMENT, dated as of October 12, 2009, (this “Agreement”), is between BODY CENTRAL ACQUISITION CORP., a Delaware corporation (the “Company”), and Beth Angelo (the “Optionee”). Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Company’s 2006 Equity Incentive Plan, a copy of which is attached hereto as Exhibit A (as amended from time to time, the “Plan”).
SECURITY AGREEMENTSecurity Agreement • August 17th, 2010 • Body Central Acquisition Corp • Retail-apparel & accessory stores • New York
This SECURITY AGREEMENT (this “Agreement”) dated as of October 1, 2006, made by each of the Borrowers and each of the Guarantors referred to below (each such Person is sometimes referred to herein as a “Grantor” and, collectively, the “Grantors”) and each person who becomes a Grantor hereto pursuant to a joinder substantially in the form attached hereto as Exhibit B, in favor of Dymas Funding Company, LLC, in its capacity as the Administrative Agent on behalf of the Lenders party to the Financing Agreement referred to below.
LEASE AGREEMENTLease Agreement • August 17th, 2010 • Body Central Acquisition Corp • Retail-apparel & accessory stores
THIS LEASE, is entered into effective on the 1st day of October, 2006, between Powers Avenue Joint Venture, a Florida partnership, hereinafter referred to as “Landlord” and Body Shop of America, Inc., a Florida corporation, hereinafter referred to as “Tenant”.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 30th, 2010 • Body Central Acquisition Corp • Retail-apparel & accessory stores • Florida
THIS AMENDED AND RESTATED AGREEMENT made this 1st day of December, 2007 (this “Agreement”) by and between Curtis Hill (the “Executive”) and Body Shop of America, Inc. and Catalogue Ventures, Inc. (together, the “Company”).
BB&T AMENDED AND RESTATED LOAN AGREEMENT Account NumberLoan Agreement • March 13th, 2013 • Body Central Corp • Retail-apparel & accessory stores • Florida
EMPLOYMENT AGREEMENTEmployment Agreement • November 5th, 2014 • Body Central Corp • Retail-apparel & accessory stores • Florida
This Employment Agreement ("Agreement") is made as of the 4th day of November, 2014, between Body Central Corp. (the "Company"), and Ben Rosenfeld (the "Executive").
EMPLOYMENT AGREEMENTEmployment Agreement • February 8th, 2013 • Body Central Corp • Retail-apparel & accessory stores • Florida
This Employment Agreement (“Agreement”) is made as of the 4th day of February, 2013, between Body Central Corp. (the “Company”), and Brian P. Woolf (the “Executive”).
SECURITY AGREEMENT by BODY CENTRAL CORP. AND EACH SUBSIDIARY OF BODY CENTRAL CORP. LISTED AS A GRANTOR ON THE SIGNATURE PAGES HERETO, as Grantors, THE OTHER GRANTORS PARTY HERETO FROM TIME TO TIME and LANE FIVE PARTNERS LP, as Agent Dated as of June...Security Agreement • June 30th, 2014 • Body Central Corp • Retail-apparel & accessory stores • New York
SECURITY AGREEMENT dated as of June 27, 2014 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Security Agreement”) made by BODY CENTRAL CORP., a Delaware corporation (the “Company”) and each Subsidiary of the Company signatory hereto (the “Original Guarantors”) and from time to time party hereto by execution of a joinder agreement (the “Additional Guarantors” and, together with the Original Guarantors, the “Guarantors”; the Company and the Guarantors are each a “Grantor” and, collectively, the “Grantors”), in favor of LANE FIVE PARTNERS LP, in its capacity as collateral agent (in such capacity, the “Agent”) for the Buyers (as defined below) party to the Securities Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the “Securities Purchase Agreement”).
AMENDMENT NO. 1 to EMPLOYMENT AGREEMENTEmployment Agreement • January 27th, 2011 • Body Central Corp • Retail-apparel & accessory stores
THIS AMENDMENT NO. 1 dated January 25, 2011 (the "Amendment") to the EMPLOYMENT AGREEMENT dated November 27, 2007 (the "Employment Agreement") is by and between Richard L. Walters (the "Executive") and Body Shop of America, Inc. and Catalogue Ventures, Inc. (together, the "Company"). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Employment Agreement.
FIRST AMENDMENT TO SECURITIES PURCHASE AGEEMENT, NOTES AND REGISTRATION RIGHTS AGREEMENTNotes and Registration Rights Agreement • July 16th, 2014 • Body Central Corp • Retail-apparel & accessory stores • New York
This FIRST AMENDMENT TO SECURITIES PURCHASE AGEEMENT, NOTES AND REGISTRATION RIGHTS AGREEMENT (this “Amendment”), dated as of July 15, 2014, is entered into by and among BODY CENTRAL CORP., a Delaware corporation, with headquarters located at 6225 Powers Avenue, Jacksonville, Florida 32217 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Securities Purchase Agreement, the Notes or the Registration Rights Agreement (each as defined below and as amended hereby).
WAIVER AND FOURTH AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • July 7th, 2010 • Body Central Acquisition Corp • New York
THIS WAIVER AND FOURTH AMENDMENT TO FINANCING AGREEMENT (this “Amendment”) is entered into as of June 6, 2008, by and among BODY ‘SHOP OF AMERICA, INC., a Florida corporation (“Body Shop”), CATALOGUE VENTURES, INC., a Florida corporation (“CV,” CV, together with Body Shop and each other Person who becomes a borrower under the Financing Agreement, the “Borrowers”), BODY CENTRAL ACQUISITION CORP., a Delaware corporation (“Parent”), RINZI AIR, L.L.C., a Florida limited liability company (“Rinzi,” Rinzi, together with Parent and each other Person who becomes a guarantor under the Financing Agreement, the “Guarantors,” such Guarantors, together with the Borrowers, the “Loan Parties”), DYMAS FUNDING COMPANY, LLC, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, and the financial institutions from time to time party thereto as Lenders.
MASTER REAFFIRMATION AND JOINDER TO LOAN DOCUMENTSFinancing Agreement • August 17th, 2010 • Body Central Acquisition Corp • Retail-apparel & accessory stores • New York
THIS MASTER REAFFIRMATION AND JOINDER TO LOAN DOCUMENTS (this “Agreement”) is made as of October 1, 2006, by and among BODY CENTRAL ACQUISITION CORP., a Delaware corporation (“Parent”), BODY SHOP OF AMERICA, INC., a Florida corporation (“Body Shop”), CATALOGUE VENTURES INC., a Florida corporation (“CV”), RINZI AIR, L.L.C., a Florida limited liability company (“Rinzi”), and DYMAS FUNDING COMPANY, LLC, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders (as defined in the Financing Agreement referred to below). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Financing Agreement.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2014 • Body Central Corp • Retail-apparel & accessory stores
Amendment (the “Amendment”), dated as of May [ ], 2014, to that certain Employment Agreement (the “Agreement”) by and between Body Central Corp. (the “Company”) and Brian P. Woolf (the “Executive”), dated as of the 4th day of February, 2013 (the “Agreement”).
FIFTH AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • July 7th, 2010 • Body Central Acquisition Corp • New York
THIS FIFTH AMENDMENT TO FINANCING AGREEMENT (this “Amendment”) is entered into as of February 25, 2010, by and among BODY SHOP OF AMERICA, INC., a Florida corporation (“Body Shop”), CATALOGUE VENTURES, INC., a Florida corporation (“CV,” CV, together with Body Shop and each other Person who becomes a borrower under the Financing Agreement, the “Borrowers”), BODY CENTRAL ACQUISITION CORP., a Delaware corporation (“Parent”), RINZI AIR, L.L.C., a Florida limited liability company (“Rinzi,” Rinzi, together with Parent and each other Person who becomes a guarantor under the Financing Agreement, the “Guarantors,” such Guarantors, together with the Borrowers, the “Loan Parties”), DYMAS FUNDING COMPANY, LLC, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, and the financial institutions from time to time party thereto as Lenders.
BODY CENTRAL CORP. INDEMNIFICATION AGREEMENTCentral Corp. Indemnification Agreement • February 8th, 2013 • Body Central Corp • Retail-apparel & accessory stores • Delaware
This Agreement is made as of the 5th day of February, 2013, by and between Body Central Corp., a Delaware corporation (the “Corporation”), and Brian P. Woolf (the “Indemnitee”), a director or officer of the Corporation (the “Agreement”).
GUARANTYGuaranty • July 7th, 2010 • Body Central Acquisition Corp • New York
This GUARANTY (this “Guaranty”), dated as of January 25, 2008, made severally and not jointly by each of the Guarantors in favor of Administrative Agent for the benefit of Administrative Agent and Lenders.
MASTER REAFFIRMATION AND JOINDER TO LOAN DOCUMENTSFinancing Agreement • July 7th, 2010 • Body Central Acquisition Corp • New York
THIS MASTER REAFFIRMATION AND JOINDER TO LOAN DOCUMENTS (this “Agreement”) is made as of October 1, 2006, by and among BODY CENTRAL ACQUISITION CORP., a Delaware corporation (“Parent”), BODY SHOP OF AMERICA, INC., a Florida corporation (“Body Shop”), CATALOGUE VENTURES INC., a Florida corporation (“CV”), RINZI AIR, L.L.C., a Florida limited liability company (“Rinzi”), and DYMAS FUNDING COMPANY, LLC, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders (as defined in the Financing Agreement referred to below). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Financing Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 7th, 2010 • Body Central Acquisition Corp • Massachusetts
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 1, 2006, is among (i) BODY CENTRAL ACQUISITION CORP., a Delaware corporation (the “Company”), (ii) each of the Stockholders listed on Schedule 1 hereto (the “Initial Stockholders”), and (iii) each person who shall, subsequent to the date hereof, join in and become a party to this Agreement pursuant to, and in accordance with, Section 2(l) or Section 13 hereof (“Additional Stockholders” and together with the Initial Stockholders, the “Stockholders”).
BODY CENTRAL CORP. NON-QUALIFIED STOCK OPTION AGREEMENT NON-PLAN INDUCEMENT GRANTNon-Qualified Stock Option Agreement • February 8th, 2013 • Body Central Corp • Retail-apparel & accessory stores • Delaware
THIS AGREEMENT dated as of February 5, 2013, between Body Central Corp., a corporation organized under the laws of the State of Delaware (the “Company”), and the individual identified in paragraph 1 below, currently residing at the address set out at the end of this Agreement (the “Optionee”).
AMENDED AND SUBSTITUTE REVOLVING NOTEBody Central Acquisition Corp • July 7th, 2010
FOR VALUE RECEIVED, each of the undersigned, BODY SHOP OF AMERICA, INC., a Florida corporation (“BSOA”), and CATALOGUE VENTURES, INC., a Florida corporation (“CV”; CV and BSOA are hereinafter sometimes referred to individually as a “Borrower” and collectively as “Borrowers”), hereby jointly and severally and unconditionally promises to pay to the order of CHURCHILL FINANCIAL CAYMAN LTD. (“Lender”), at the Administrative Agent’s (as hereinafter defined) office at One North Franklin Street, Suite 3500, Chicago, IL 60606, or at such other place as the Administrative Agent may from time to time designate in writing, in lawful money of the United States of America and in immediately available funds, the principal sum of TWO MILLION SEVEN HUNDRED SIX THOUSAND SEVEN HUNDRED SIXTY-SIX AND 92/100 DOLLARS ($2,706,766.92), or, if less, the aggregate unpaid principal amount of all Revolving Loans made pursuant to Article 2 of the Financing Agreement (as hereinafter defined), at such times as are s
INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • June 30th, 2014 • Body Central Corp • Retail-apparel & accessory stores • New York
THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (“Agreement”) is dated as of June 27, 2014, among CRYSTAL FINANCIAL LLC, as administrative agent and collateral agent for the First Lien Lenders (defined below) (in such capacity, the “Senior Agent” or “First Lien Agent”), LANE FIVE PARTNERS LP, as collateral agent for the Second Priority Lenders (defined below) (“Lane Five” or “Second Lien Agent”), and BODY CENTRAL STORES, INC., BODY CENTRAL SERVICES, INC., and BODY CENTRAL DIRECT, INC. (collectively, the “Borrowers”), and BODY CENTRAL CORP., as guarantor (“Company”) and any other Grantor (defined below) listed on the signature pages or otherwise from time to time signatories hereto. Each capitalized term used herein shall have the meanings set forth in Section 1 below or as otherwise set forth herein.
GUARANTYGuaranty • June 30th, 2014 • Body Central Corp • Retail-apparel & accessory stores • New York
WHEREAS, reference is made to (i) that certain Securities Purchase Agreement, dated as of the date hereof (as amended, modified, supplemented or restated hereafter, the “Securities Purchase Agreement”), by and among the Company and the investors listed on the Schedule of Buyers attached thereto (individually, a “Buyer” and collectively, the “Buyers”), (ii) the “Notes” (as defined therein) issued pursuant to the Securities Purchase Agreement (as such Notes may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms thereof, collectively, the “Notes”) and (iii) the Security Agreement, dated as of the date hereof (as amended, modified, supplemented or restated hereafter, the “Security Agreement”), by the Transaction Parties in favor of the Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Security Agreement.
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • November 5th, 2014 • Body Central Corp • Retail-apparel & accessory stores • Florida
This Separation and Release Agreement, dated as of November 3, 2014 (the “Separation Agreement”) between Body Central Corp. (the “Company”) and Brian Woolf (the “Executive”), is entered into in connection with the Executive’s anticipated retirement.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 22nd, 2012 • Body Central Corp • Retail-apparel & accessory stores
Amendment (the “Amendment”), dated as of August 16, 2012, to that certain Employment Agreement (the “Agreement”) by and, between Body Central Corp. (the “Company”), and Thomas W. Stoltz (the “Executive”) dated as of the 7th day of September, 2011 (the “Agreement”).
STOCKHOLDER AGREEMENTStockholder Agreement • July 7th, 2010 • Body Central Acquisition Corp • Delaware
This STOCKHOLDER AGREEMENT (this “Agreement”), dated as of October 1, 2006, is among (i) BODY CENTRAL ACQUISITION CORP., a Delaware corporation (the “Company”), (ii) the initial stockholders listed on Schedule 1 hereto (each, an “Initial Stockholder” and collectively, the “Initial Stockholders”), and (iii) any Person who becomes a party to this Agreement by executing an Instrument of Accession (“Instrument of Accession”), in the form of Exhibit A hereto (collectively, the “Subsequent Stockholders”).
GUARANTYFinancing Agreement • August 17th, 2010 • Body Central Acquisition Corp • Retail-apparel & accessory stores • New York
This GUARANTY (this “Guaranty”), dated as of January 25, 2008, made severally and not jointly by each of the Guarantors in favor of Administrative Agent for the benefit of Administrative Agent and Lenders.
BODY CENTRAL CORP. AMENDED AND RESTATED FORM OF INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • September 30th, 2010 • Body Central Acquisition Corp • Retail-apparel & accessory stores • Delaware
THIS AGREEMENT dated as of , 20 , between Body Central Corp., a corporation organized under the laws of the State of Delaware (the “Company”), and the individual identified in paragraph 1 below, currently residing at the address set out at the end of this Agreement (the “Optionee”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • July 7th, 2010 • Body Central Acquisition Corp • New York
PLEDGE AND SECURITY AGREEMENT dated as of October 1, 2006, made by each of the undersigned (each a “Pledgor” and, collectively, the “Pledgors”), in favor of Dymas Funding Company, LLC, in its capacity as administrative agent (in such capacity, the “Administrative Agent”) on behalf of the Lenders referred to below.
ASSIGNMENT FOR SECURITY (COPYRIGHTS)Assignment for Security • July 7th, 2010 • Body Central Acquisition Corp
WHEREAS, BODY SHOP OF AMERICA, INC., a Florida corporation (the “Assignor”), holds all right, title and interest in the copyrights listed on the annexed Schedule 1A, which copyrights are registered in the United States Copyright Office (the “Copyrights”);
SEPARATION AGREEMENTSeparation Agreement • August 31st, 2012 • Body Central Corp • Retail-apparel & accessory stores • Florida
THIS SEPARATION AGREEMENT (the “Separation Agreement”) is made as of this 16th day of August, 2012, by and between Body Central Corp. (formerly, Body Central Acquisition Corp.), Body Shop of America, Inc. and Catalogue Ventures, Inc. (collectively, the “Company”) on the one hand, and B. Allen Weinstein (“Executive”), on the other hand.
