ACKNOWLEDGEMENT AND WAIVERAcknowledgement and Waiver • May 18th, 2012 • Bed Bath & Beyond Inc • Retail-home furniture, furnishings & equipment stores
Reference is hereby made to that certain Agreement and Plan of Merger (the “Merger Agreement”) dated as of the date hereof, among Bed Bath & Beyond Inc., a company organized under the laws of New York (“Parent”), Blue Coral Acquisition Corp., a California corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”), and Cost Plus, Inc., a California corporation (the “Company”). Capitalized terms used, but not defined, herein shall have the meanings assigned to them in the Merger Agreement.
ACKNOWLEDGEMENT AND WAIVERAcknowledgement and Waiver • May 18th, 2012 • Bed Bath & Beyond Inc • Retail-home furniture, furnishings & equipment stores
Reference is hereby made to that certain Agreement and Plan of Merger (the “Merger Agreement”) dated as of the date hereof, among Bed Bath & Beyond Inc., a company organized under the laws of New York (“Parent”), Blue Coral Acquisition Corp., a California corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”), and Cost Plus, Inc., a California corporation (the “Company”). Capitalized terms used, but not defined, herein shall have the meanings assigned to them in the Merger Agreement.
COST PLUS, INC.Bed Bath & Beyond Inc • May 18th, 2012 • Retail-home furniture, furnishings & equipment stores
Cost Plus, Inc. (the “Company”) and Bed Bath & Beyond Inc. (“BBBY”), hereby acknowledge and agree that, with respect to the Acknowledgement and Waiver Agreements, each dated May 8, 2012 (the “Agreements”), among the Company, BBBY and each of Mr. Barry Feld, Ms. Jane Baughman and Mr. Jeff Turner, that, in the event that options granted to such individuals are scheduled to expire prior to the occurrence of the Effective Time (as defined under the Merger Agreement), the parties hereto agree to waive (and to permit the Company to waive) the restrictions on exercise contained in the Agreements as of the business day immediately preceding such expiration solely to the extent necessary to permit such persons to exercise the expiring options; provided, that if such options are scheduled to expire on or after the business day immediately preceding the Acceptance Time (as defined in the Merger Agreement) then such options shall not be exercised on or after such date, but may be exercised within
JOINT FILING AGREEMENTJoint Filing Agreement • May 18th, 2012 • Bed Bath & Beyond Inc • Retail-home furniture, furnishings & equipment stores
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby (i) agree to the joint filing with all other Reporting Persons (as such term is defined in the statement on Schedule 13D described below) of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Cost Plus, Inc. and (ii) agree that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
ACKNOWLEDGEMENT AND WAIVERAcknowledgement and Waiver • May 18th, 2012 • Bed Bath & Beyond Inc • Retail-home furniture, furnishings & equipment stores
Reference is hereby made to that certain Agreement and Plan of Merger (the “Merger Agreement”) dated as of the date hereof, among Bed Bath & Beyond Inc., a company organized under the laws of New York (“Parent”), Blue Coral Acquisition Corp., a California corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”), and Cost Plus, Inc., a California corporation (the “Company”). Capitalized terms used, but not defined, herein shall have the meanings assigned to them in the Merger Agreement.
