CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [*****] INDICATES THAT INFORMATION HAS BEEN REDACTED OR OMITTED. REGISTRATION...Registration Rights Agreement • December 9th, 2022 • Express, Inc. • Retail-apparel & accessory stores • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [•], 2023, by and among Express, Inc., a Delaware corporation (the “Company”), and each of the investors listed on the signature pages hereto (collectively, together with their respective successors and assigns, the “Purchasers” and each, a “Purchaser”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A. The Purchasers and any other party that may become a party hereto pursuant to Section 4.1 are referred to collectively as the “Investors” and individually each as an “Investor”.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [*****] INDICATES THAT INFORMATION HAS BEEN REDACTED OR OMITTED. License AgreementLicense Agreement • December 9th, 2022 • Express, Inc. • Retail-apparel & accessory stores • Delaware
EX TOPCO, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated [•], 2023Limited Liability Company Agreement • December 9th, 2022 • Express, Inc. • Retail-apparel & accessory stores • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of EX TOPCO, LLC, a Delaware limited liability company (the “Company”), is entered into on [•], 2023 (the “Closing Date”), pursuant to the Delaware Limited Liability Company Act, Delaware Code Ann. Title 6, §§18-101, et seq. (the “Delaware Act”), by and among the Company, EXWHP, LLC, a Delaware limited liability company (“EXWHP”), [[•],a [•],]and Express Inc., a Delaware Corporation (“Express”). Capitalized terms used herein shall have the respective meanings ascribed to such terms in Article I.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [*****] INDICATES THAT INFORMATION HAS BEEN REDACTED OR OMITTED. INVESTMENT...Investment Agreement • December 9th, 2022 • Express, Inc. • Retail-apparel & accessory stores • Delaware
INVESTMENT AGREEMENT, dated as of December 8, 2022 (this “Agreement”), by and between Express, Inc., a Delaware corporation (the “Company”), and WH Borrower, LLC, a Delaware limited liability company (the “Investor”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [*****] INDICATES THAT INFORMATION HAS BEEN REDACTED OR OMITTED. MEMBERSHIP...Membership Interest Purchase Agreement • December 9th, 2022 • Express, Inc. • Retail-apparel & accessory stores • New York
This Membership Interest Purchase Agreement (this “Agreement”), dated as of December 8, 2022 (“Effective Date”), is entered into by and among Express, Inc., a Delaware corporation (“Parent”), Express, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Seller”) and WH Borrower, LLC, a Delaware limited liability company (“WHP”). WHP, Parent and Seller shall be referred to herein, from time to time, collectively, the “Parties,” and each, a “Party”.
