Wet Seal Inc Sample Contracts

EXHIBIT 1 RIGHTS AGREEMENT by and between THE WET SEAL, INC.
Rights Agreement • August 25th, 1997 • Wet Seal Inc • Retail-women's clothing stores • Delaware
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AMENDED AND RESTATED RIGHTS AGREEMENT by and between THE WET SEAL, INC.
Rights Agreement • September 9th, 1999 • Wet Seal Inc • Retail-women's clothing stores • Delaware
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 21st, 2014 • Wet Seal Inc • Retail-women's clothing stores • New York

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 20, 2014, by and among The Wet Seal, Inc., a Delaware corporation, with headquarters located at 26972 Burbank, Foothill Ranch, California 92610 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 21st, 2014 • Wet Seal Inc • Retail-women's clothing stores • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March [●], 2014, by and among The Wet Seal, Inc., a Delaware corporation, with headquarters located at 26972 Burbank, Foothill Ranch, California 92610 (the “Company”), and the undersigned buyers (each, a “Buyer” and collectively, the “Buyers”).

AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 3, 2011 among BANK OF AMERICA, N.A. as Administrative Agent and as Collateral Agent BANK OF AMERICA, N.A. as L/C Issuer and as Swing Line Lender The REVOLVING CREDIT LENDERS Party Hereto, THE...
Credit Agreement • February 9th, 2011 • Wet Seal Inc • Retail-women's clothing stores • New York

WHEREAS, the Lenders, the Agents (as defined below), the Borrowers and Guarantors have previously entered into a Credit Agreement dated as of August 14, 2006, as amended to date (the “Existing Credit Agreement”); and

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 12th, 2004 • Wet Seal Inc • Retail-women's clothing stores • New York
LEASE BETWEEN
Lease • April 27th, 1998 • Wet Seal Inc • Retail-women's clothing stores
AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 14, 2006 among BANK OF AMERICA, N.A. as Administrative Agent and Collateral Agent BANK OF AMERICA, N.A. as Issuing Bank The REVOLVING CREDIT LENDERS Party Hereto, THE WET SEAL, INC., as Lead...
Credit Agreement • August 18th, 2006 • Wet Seal Inc • Retail-women's clothing stores • Massachusetts

THE WET SEAL, INC., a Delaware corporation, having its principal place of business at 26972 Burbank, Foothill Ranch, California 92610, as Lead Borrower for the Borrowers, being:

THE WET SEAL, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent Rights Agreement Dated as of August 21, 2012
Rights Agreement • August 21st, 2012 • Wet Seal Inc • Retail-women's clothing stores • Delaware

However, if upon acquiring beneficial ownership of one or more additional shares of Common Stock, the Existing Holder does not beneficially own 10% or more of the Common Stock then outstanding, the Existing Holder shall not be deemed to be an “Acquiring Person” for purposes of the Agreement.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 3rd, 2005 • Wet Seal Inc • Retail-women's clothing stores • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is entered into as of April 29, 2005, by and among The Wet Seal, Inc., a Delaware corporation (the “Company”) and the buyers listed on the Schedule of Buyers attached hereto as Exhibit A (each, a “Buyer” and, collectively, the “Buyers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 3rd, 2005 • Wet Seal Inc • Retail-women's clothing stores • New York
RESTRICTED STOCK AWARD AGREEMENT UNDER THE WET SEAL, INC.
Restricted Stock Award Agreement • August 24th, 2012 • Wet Seal Inc • Retail-women's clothing stores • California

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), made as of [ ], 2012 (the “Grant Date”), by and between The Wet Seal, Inc. (the “Company”) and [ ] (“Participant”), who is a director who serves on the Company’s Board of Directors (the “Board”), evidences the grant by the Company of a stock award of shares of restricted Class A common stock, $0.10 par value per share (the “Restricted Stock”) to Participant and Participant’s acceptance of the Restricted Stock in accordance with the provisions of The Wet Seal, Inc. Amended and Restated 2005 Stock Incentive Plan, as amended and/or restated from time to time (the “Plan”). All capitalized terms not defined herein shall have the meaning ascribed to them in the Plan.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 4th, 2014 • Wet Seal Inc • Retail-women's clothing stores • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 3, 2014, by and among B. Riley & Co., LLC (“B. Riley”), the Purchasers listed on Exhibit A hereto (the “Other Purchasers” and, together with B. Riley, the “Purchasers”), and The Wet Seal, Inc., a Delaware corporation (the “Company”).

AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 25th, 2005 • Wet Seal Inc • Retail-women's clothing stores

This AMENDMENT, dated as of October 18, 2005 (this “Amendment”), to the SECURITIES PURCHASE AGREEMENT (the “Purchase Agreement”) dated as of April 29, 2005, is made by and among The Wet Seal, Inc., a Delaware corporation, with headquarters located at 26972 Burbank, Foothill Ranch, California 92610 (the “Company”) and the undersigned purchaser of Preferred Shares and Warrants (the “Purchaser”) under the Purchase Agreement. Unless otherwise defined herein or the context otherwise requires, capitalized terms used herein and defined in the Purchase Agreement shall be used herein as therein defined.

EMPLOYMENT AGREEMENT
Stock Option Agreement • August 30th, 2010 • Wet Seal Inc • Retail-women's clothing stores • California

THIS EMPLOYMENT AGREEMENT (“Agreement”) by and between The Wet Seal, Inc., a Delaware corporation (the “Company”), and Jon C. Kubo (“Executive”) (collectively, the “Parties”) is entered into as of August 26, 2010.

REGISTRATION RIGHTS AGREEMENT by and among THE WET SEAL, INC. AND THE HOLDERS SIGNATORY HERETO Dated as of September 3, 2014
Registration Rights Agreement • September 4th, 2014 • Wet Seal Inc • Retail-women's clothing stores • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 3, 2014, among those parties signatories hereto who purchased shares of Common Stock pursuant to the Securities Purchase Agreement dated September 3, 2014 (the “Holders”) and The Wet Seal, Inc., a Delaware corporation (the “Company”).

SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of March 12, 2015 among MADOR LENDING, LLC as Lender THE WET SEAL, INC. as Lead Borrower for THE WET SEAL, INC. THE WET SEAL RETAIL, INC. WET SEAL CATALOG, INC. as the...
Senior Secured • March 18th, 2015 • Wet Seal Inc • Retail-women's clothing stores • New York

the Persons (as defined below) named on Schedule 1.01 hereto, as Debtors-in-Possession (collectively, the “Borrowers” and individually, a “Borrower”),

DIRECTOR’S INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 29th, 2005 • Wet Seal Inc • Retail-women's clothing stores • Delaware

This Indemnification Agreement (this “Agreement”), dated as of , is made by and between The Wet Seal, Inc., a Delaware corporation (the “Company”), and , who is currently serving as a director of the Company (the “Indemnitee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • April 28th, 2006 • Wet Seal Inc • Retail-women's clothing stores • California

THIS EMPLOYMENT AGREEMENT (“Agreement”) is dated as of May 2, 2006, and made and entered into by and between The Wet Seal, Inc., a Delaware corporation (the “Company”), and Dyan M. Jozwick (the “Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • November 20th, 2009 • Wet Seal Inc • Retail-women's clothing stores • California

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of November 19, 2009, and is made and entered into by and between The Wet Seal, Inc., a Delaware corporation (the “Company”), and Sharon Hughes (“Executive”) (collectively, the “Parties”).

PERFORMANCE SHARE AND RESTRICTED SHARE AWARD AGREEMENT
Performance Share and Restricted Share Award Agreement • March 24th, 2011 • Wet Seal Inc • Retail-women's clothing stores • California

THIS PERFORMANCE SHARE AND RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”), made as of [ ], 2011 (the “Grant Date”), by and between The Wet Seal, Inc. (the “Company”) and Ken Seipel (“Participant”), evidences the granting by the Company of stock awards of Performance Shares (as defined below) and Restricted Shares (as defined below) to Participant and Participant’s acceptance of the Performance Shares and the Restricted Shares. All capitalized terms not defined herein shall have the meaning ascribed to them in The Wet Seal, Inc. Amended and Restated 2005 Stock Incentive Plan, as amended and/or restated from time to time (the “Plan”).

PLAN SPONSORSHIP AGREEMENT
Plan Sponsorship Agreement • January 16th, 2015 • Wet Seal Inc • Retail-women's clothing stores • New York

This Plan Sponsorship Agreement (this “Agreement”), dated as of January 15, 2015 (the “Execution Date”), is entered into by and among (1) The Wet Seal, Inc., The Wet Seal Retail, Inc., Wet Seal Catalog, Inc., and Wet Seal GC, LLC (individually, a “Company Party”, and collectively, the “Company”) and (2) B. Riley Financial, Inc. and its affiliates or designees selected in its sole discretion in accordance with section 26 of this Agreement (collectively, the “Sponsor” and, together with the Company, the “Parties”).

SECURITY AGREEMENT by THE WET SEAL, INC., as the Lead Borrower, as a Debtor and as a Debtor-in-Possession and THE OTHER BORROWERS AND GUARANTORS PARTY HERETO FROM TIME TO TIME, as Debtors and Debtors-in-Possession and MADOR LENDING, LLC, as Lender,...
Security Agreement • March 18th, 2015 • Wet Seal Inc • Retail-women's clothing stores • New York

SECURITY AGREEMENT dated as of March 12, 2015 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Security Agreement”) made by (i) THE WET SEAL, INC., a Delaware corporation, as lead borrower for itself and the other Borrowers, each as a debtor and debtor-in-possession (the “Lead Borrower”), (ii) THE OTHER BORROWERS LISTED ON THE SIGNATURE PAGES HERETO, each as a debtor and debtor-in-possession (together with the Lead Borrower, the “Original Borrowers”) OR FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT, each as a debtor and debtor-in-possession (the “Additional Borrowers,” and together with the Original Borrowers, the “Borrowers”), and (iii) THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO, each as a debtor and debtor-in-possession (the “Original Guarantors”) AND THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT, as Debtors and Debtors-in-Possession (the

The Wet Seal, Inc. 26972 Burbank Foothill Ranch, CA 92610 October 4, 2012
Wet Seal Inc • October 5th, 2012 • Retail-women's clothing stores • Delaware

This letter constitutes the agreement (the “Agreement”) between Clinton Group, Inc., a Delaware corporation, on behalf of itself and its affiliated funds, persons and entities, both current and future (collectively, “Clinton”), and The Wet Seal, Inc., a Delaware corporation (the “Company”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 24th, 2011 • Wet Seal Inc • Retail-women's clothing stores • California

THIS EMPLOYMENT AGREEMENT (this “Agreement”) by and between The Wet Seal, Inc., a Delaware corporation (the “Company”), and Ken Seipel (“Executive”) (collectively, the “Parties”) is entered into as of March 21, 2011.

Separation Agreement and General Release
Separation Agreement • September 2nd, 2014 • Wet Seal Inc • Retail-women's clothing stores • California
WET SEAL, INC.
Wet Seal Inc • September 4th, 2014 • Retail-women's clothing stores • New York

Reference is made to that certain Securities Purchase Agreement, dated as of September 3, 2014, by and among The Wet Seal, Inc. (the “Company”), Clinton Group, Inc. (“Clinton”), and certain other purchasers party thereto (the “Purchase Agreement”).

FIRST AMENDMENT TO INTERCREDITOR AND LIEN SUBORDINATION AGREEMENT
Intercreditor and Lien Subordination Agreement • January 21st, 2005 • Wet Seal Inc • Retail-women's clothing stores • Massachusetts

THIS FIRST AMENDMENT TO INTERCREDITOR AND LIEN SUBORDINATION AGREEMENT (this “Amendment”) is entered into as of January 14, 2005, by and among S.A.C. CAPITAL ASSOCIATES, LLC, a limited liability company organized under the laws of Anguila, as “Administrative Agent” and “Collateral Agent” for all Second Lien Lenders party to the Second Lien Credit Agreement as described more fully in the Intercreditor Agreement referred to below (the “Second Lien Agent”), THE WET SEAL, INC., a Delaware corporation (the “Lead Borrower”), THE WET SEAL RETAIL, INC., a Delaware corporation (“Wet Seal Retail”), WET SEAL CATALOG, INC., a Delaware corporation (collectively, with Wet Seal Retail and the Lead Borrower, the “Companies”), WET SEAL GC, INC., a Virginia corporation (the “Facility Guarantor”), and FLEET RETAIL GROUP, INC., as “Administrative Agent” and “Collateral Agent” for all of the First Lien Lenders party to the First Lien Credit Agreement as described more fully in the Intercreditor Agreement r

AMENDMENT NO. 1 TO AMENDED AND RESTATED SUBORDINATION AGREEMENT
Subordination Agreement • May 3rd, 2005 • Wet Seal Inc • Retail-women's clothing stores • Massachusetts

AMENDMENT NO. 1 TO AMENDED AND RESTATED SUBORDINATION AGREEMENT (this “Amendment”), dated as of April 29, 2005, among FLEET RETAIL GROUP, INC., a Delaware corporation having its office at 40 Broad Street, Boston, Massachusetts 02109, in its capacity as agent (the “Agent”) for the Lenders (as hereinafter defined), S.A.C. CAPITAL ASSOCIATES, LLC (“SAC”), GMM CAPITAL, LLC (“GMM”), GOLDFARB CAPITAL PARTNERS LLC (“Goldfarb”), Charles Phillips, individually (“Phillips”), Eli Wachtel, individually (“Wachtel”) WLSS CAPITAL PARTNERS, LLC (“WLSS”), SMITHFIELD FIDUCIARY, LLC (“Smithfield”), D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P. (“Zwirn LP”), D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD (“Zwirn Ltd”), RIVERVIEW GROUP, LLC (“Riverview” and, collectively with SAC, GMM, Goldfarb, Phillips, Wachtel, WLSS, Smithfield, Zwirn LP and Zwirn Ltd, the “Buyers”), THE BANK OF NEW YORK, in its capacity as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”) under the Indenture (as define

AGREEMENT AND GENERAL RELEASE
Agreement and General Release • November 10th, 2004 • Wet Seal Inc • Retail-women's clothing stores • California

This agreement and general release (hereinafter referred to as “Agreement”) is made and entered into by and between Peter D. Whitford (hereinafter referred to as “Executive”) and The Wet Seal, Inc. (the “Company”) as of November 4, 2004.

SUBORDINATION AGREEMENT
Subordination Agreement • November 12th, 2004 • Wet Seal Inc • Retail-women's clothing stores • Massachusetts

SUBORDINATION AGREEMENT (this “Agreement”), dated as of November 9, 2004, between FLEET RETAIL GROUP, INC., a Delaware corporation having its office at 40 Broad Street, Boston, Massachusetts 02109, in its capacity as agent (the “Agent”) for the Lenders (as hereinafter defined), S.A.C. CAPITAL ASSOCIATES, LLC, a limited liability company organized under the laws of Anguila, acting in its capacity as collateral agent (“SAC”) for the other investors from time to time designated as “Buyers” (collectively with SAC, the “Subordinating Creditors”) on the signature pages to the Subordinated Agreement (as hereinafter defined), and THE WET SEAL, INC., a Delaware corporation having its office at 26972 Burbank, Foothill Ranch, California 92610 (the “Borrower”).

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