Destination Maternity Corp Sample Contracts

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Exhibit 2.1 AGREEMENT AND PLAN OF MERGER By and Among MOTHERS WORK, INC. iMATERNITY ACQUISITION CORP., eSPECIALTY BRANDS, LLC
Agreement and Plan of Merger • November 1st, 2001 • Mothers Work Inc • Retail-women's clothing stores • Delaware
AMENDMENT NO. 2 TO THE AMENDED AND RESTATED RIGHTS AGREEMENT
Rights Agreement • October 25th, 2001 • Mothers Work Inc • Retail-women's clothing stores
BACKGROUND
Loan and Security Agreement • May 12th, 2000 • Mothers Work Inc • Retail-women's clothing stores
AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • April 19th, 2018 • Destination Maternity Corp • Retail-women's clothing stores • New York

This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of March 25, 2016, among DESTINATION MATERNITY CORPORATION, a Delaware corporation (the “Lead Borrower”), CAVE SPRINGS, INC., a Delaware corporation (“Cave”, and together with Lead Borrower, each a “Borrower” and collectively, the “Borrowers”), the Guarantors, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swing Line Lender and L/C Issuer.

1,100,000 Shares MOTHERS WORK, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • July 23rd, 2002 • Mothers Work Inc • Retail-women's clothing stores • New York

CREDIT SUISSE FIRST BOSTON CORPORATION LEGG MASON WOOD WALKER INCORPORATED INVESTEC INC. COMMERCE CAPITAL INVESTMENTS, INC., As Representatives of the Several Underwriters, c/o Credit Suisse First Boston Corporation, Eleven Madison Avenue, New York, N.Y. 10010-3629

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 25, 2016 among DESTINATION MATERNITY CORPORATION, as the Lead Borrower For The Borrowers Named Herein The Guarantors Named Herein WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent,...
Credit Agreement • March 29th, 2016 • Destination Maternity Corp • Retail-women's clothing stores • New York

This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of March 25, 2016, among DESTINATION MATERNITY CORPORATION, a Delaware corporation (the “Lead Borrower”), CAVE SPRINGS, INC., a Delaware corporation (“Cave”, and together with Lead Borrower, each a “Borrower” and collectively, the “Borrowers”), the Guarantors, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swing Line Lender and L/C Issuer.

MOTHERS WORK, INC.
Rights Agreement • October 11th, 2005 • Mothers Work Inc • Retail-women's clothing stores • Delaware

AMENDED AND RESTATED RIGHTS AGREEMENT dated as of October 9, 2005 (the “Agreement”), between MOTHERS WORK, INC., a Delaware corporation (the “Company”) and STOCKTRANS, INC. (the “Rights Agent”).

ARTICLE I Background
Loan Agreement • December 18th, 1996 • Mothers Work Inc • Retail-women's clothing stores
MOTHERS WORK, INC. as Issuer and CAVE SPRINGS, INC., eSPECIALTY BRANDS, LLC, DAN HOWARD INDUSTRIES, INC., MOTHER'S STORES, INC., as Subsidiary Guarantors 111/4% Senior Notes Due 2010
Mothers Work Inc • August 14th, 2002 • Retail-women's clothing stores • New York

INDENTURE, dated as of August 5, 2002, among Mothers Work, Inc., a Delaware corporation (the "Company"), Cave Springs, Inc., a Delaware corporation, eSpecialty Brands, LLC, a Delaware limited liability company, Dan Howard Industries, Inc., an Illinois corporation, and Mother's Stores, Inc., a Delaware corporation, as guarantors and J.P. Morgan Trust Company, National Association, a national banking association, as Trustee (the "Trustee").

BACKGROUND
Asset Purchase Agreement • December 18th, 1996 • Mothers Work Inc • Retail-women's clothing stores
SUPPLEMENTAL RETIREMENT AGREEMENT
Supplemental Retirement Agreement • May 10th, 2007 • Mothers Work Inc • Retail-women's clothing stores • Pennsylvania

THIS SUPPLEMENTAL RETIREMENT AGREEMENT (this “Agreement”), is entered by and between MOTHERS WORK, INC., a Delaware Corporation (the “Company”), and DAN W. MATTHIAS (the “Executive”);

AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • February 6th, 2018 • Destination Maternity Corp • Retail-women's clothing stores • New York

This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of March 25, 2016, among DESTINATION MATERNITY CORPORATION, a Delaware corporation (the “Lead Borrower”), CAVE SPRINGS, INC., a Delaware corporation (“Cave”, and together with Lead Borrower, each a “Borrower” and collectively, the “Borrowers”), the Guarantors, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swing Line Lender and L/C Issuer.

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RESTRICTED STOCK AWARD AGREEMENT UNDER THE DESTINATION MATERNITY CORPORATION
Restricted Stock Award Agreement • August 9th, 2011 • Destination Maternity Corp • Retail-women's clothing stores • Pennsylvania

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made by and between Destination Maternity Corporation, a Delaware corporation, (the “Company”) and Christopher F. Daniel (the “Grantee”).

DESTINATION MATERNITY CORPORATION NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
Destination Maternity • August 1st, 2016 • Destination Maternity Corp • Retail-women's clothing stores • Delaware

Destination Maternity Corporation, a Delaware corporation (the “Company”), hereby grants to David Stern (the “Optionee”) an option to purchase a total of 73,255 shares of Common Stock of the Company, at the price and on the terms set forth herein (the “Option”).

AGREEMENT AND PLAN OF MERGER Among DESTINATION MATERNITY CORPORATION, ORCHESTRA-PRÉMAMAN S.A. and US OP CORPORATION Dated as of December 19, 2016
Agreement and Plan of Merger • December 20th, 2016 • Destination Maternity Corp • Retail-women's clothing stores • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 19, 2016, is by and among Destination Maternity Corporation, a Delaware corporation (the “Company”), Orchestra-Prémaman S.A., a société anonyme organized under the laws of France (“Parent”), and US OP Corporation, a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub,” with Parent, the Company and Merger Sub sometimes being hereinafter referred to individually as a “Party” and collectively referred to as the “Parties”). Capitalized terms, to the extent not otherwise defined, have the meanings ascribed to them in Section 9.7.

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • August 1st, 2016 • Destination Maternity Corp • Retail-women's clothing stores • Delaware

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made by and between DESTINATION MATERNITY CORPORATION (the “Company”) and DAVID STERN (the “Executive”).

GOVERNANCE AGREEMENT By and Among ORCHESTRA-PRÉMAMAN S.A., YELED INVEST S.à r.l, AND DESTINATION MATERNITY CORPORATION Dated as of December 19, 2016
Governance Agreement • December 20th, 2016 • Destination Maternity Corp • Retail-women's clothing stores • Delaware

THIS GOVERNANCE AGREEMENT is made as of the 19th day of December, 2016, by and among Orchestra-Prémaman S.A., a société anonyme organized under the laws of France (the “Company”), Yeled Invest S.à r.l., a société à responsabilité limitée organized under the laws of Luxembourg ( “Yeled”), and Destination Maternity Corporation, a Delaware corporation (“DM”).

RESTRICTIVE COVENANT AGREEMENT
Restrictive Covenant Agreement • April 27th, 2011 • Destination Maternity Corp • Retail-women's clothing stores • Pennsylvania

THIS RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is entered into by and between DESTINATION MATERNITY CORPORATION, a Delaware corporation (the “Company”) and the undersigned individual (the “Employee”).

ASSET TRANSFER AGREEMENT by and between MOTHERS WORK, INC.
Asset Transfer Agreement • December 18th, 1998 • Mothers Work Inc • Retail-women's clothing stores • New York
INTERCREDITOR AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as ABL Agent, and PATHLIGHT CAPITAL LLC, as Term Agent, and acknowledged by DESTINATION MATERNITY CORPORATION CAVE SPRINGS, INC. MOTHERS WORK CANADA, INC. DM URBAN RENEWAL,...
Intercreditor Agreement • February 6th, 2018 • Destination Maternity Corp • Retail-women's clothing stores • New York

THIS INTERCREDITOR AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of February 1, 2018 among (a) WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent and collateral agent (together with its successors and assigns in such capacity, the “ABL Agent”) for (i) the financial institutions party from time to time to the ABL Credit Agreement referred to below (such financial institutions, together with their respective successors, assigns and transferees, the “ABL Lenders”), (ii) the L/C Issuers referred to in the ABL Credit Agreement, and (iii) any ABL Bank Product Affiliates and ABL Cash Management Affiliates (each as defined below) (such ABL Bank Product Affiliates and ABL Cash Management Affiliates, together with the ABL Agent (and any co-agent or sub-agent appointed thereby), the ABL Lenders and the L/C Issuers, the “ABL Credit Parties”), and (b) PATHLIGHT CAP

RESTRICTED STOCK UNIT AWARD AGREEMENT (TIME-BASED) UNDER THE DESTINATION MATERNITY CORPORATION AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN
Restricted Stock Unit Award Agreement • January 10th, 2019 • Destination Maternity Corp • Retail-women's clothing stores • Pennsylvania

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made by and between Destination Maternity Corporation, a Delaware corporation, (the “Company”) and David Helkey (the “Grantee”).

Re: Special Bonus Award; Amendment to Employment Agreement
Employment Agreement • December 5th, 2014 • Destination Maternity Corp • Retail-women's clothing stores

Reference is hereby made to the Employment Agreement dated as of July 23, 2008 (as amended August 10, 2011 and November 22, 2011 and December 7, 2013, the “Agreement”) by and between Destination Maternity Corporation (the “Company”) and Judd P. Tirnauer (“Executive” or “you”).

SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT BANK OF AMERICA, N.A., THE ADMINISTRATIVE AND COLLATERAL AGENT FOR THE LENDERS REFERENCED HEREIN MOTHERS WORK, INC. THE LEAD BORROWER FOR THE BORROWERS REFERENCED HEREIN AND THE GUARANTORS PARTY...
Loan and Security Agreement • March 15th, 2007 • Mothers Work Inc • Retail-women's clothing stores • New York

Bank of America, N.A., a national banking association, with offices at 100 Federal Street, Boston, Massachusetts 02110, as agent (in such capacity, herein the “Administrative Agent”) for the benefit of the Lenders, on a Pro Rata basis, based upon each Lender’s Percentage Commitment, who are, at present, those financial institutions identified on the signature pages of this Agreement and who in the future are those Persons (if any) who become a “Lender” in accordance with the provisions of Article VII of the Agency Agreement;

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • April 29th, 2005 • Mothers Work Inc • Retail-women's clothing stores • Delaware

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 28th day of April, 2005 by and between Dan W. Matthias, a resident of Pennsylvania (the “Employee”), and Mothers Work, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”).

March 15, 2016 CONFIDENTIALITY AGREEMENT
Confidentiality Agreement • March 18th, 2016 • Destination Maternity Corp • Retail-women's clothing stores • Delaware

In connection with Orchestra-Prémaman, S.A.’s (“you” or “your”) proposal of a possible transaction (the “Transaction”) involving Destination Maternity Corporation (the “Company”), the Company and its Representatives (as defined below), including Guggenheim Securities, LLC (“Guggenheim”), will make available to you certain information which is non-public, confidential or proprietary in nature.

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