AGREEMENT AND PLAN OF MERGER dated as of May 10, 2013 by and among TRLG HOLDINGS, LLC, TRLG MERGER SUB, INC. and TRUE RELIGION APPAREL, INC.Merger Agreement • May 15th, 2013 • True Religion Apparel Inc • Apparel & other finishd prods of fabrics & similar matl • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of May 10, 2013 (this "Agreement"), is by and among TRLG HOLDINGS, LLC, a Delaware limited liability company ("Parent"), TRLG MERGER SUB, INC., a Delaware corporation and an indirect wholly owned Subsidiary of Parent ("Merger Sub"), and TRUE RELIGION APPAREL, INC., a Delaware corporation (the "Company"). Certain terms used in this Agreement are defined in Section 7.11.
INDEMNITY AGREEMENTIndemnification Agreement • August 16th, 2004 • True Religion Apparel Inc • Apparel & other finishd prods of fabrics & similar matl
TRUE RELIGION APPAREL, INC., a corporation duly incorporated pursuant to the laws of the State of Nevada and having an office at 201 East Arena Street, El Segundo, CA 90245
TRUE RELIGION APPAREL, INC. STOCK OPTION AGREEMENT R E C I T A L S :Stock Option Agreement • September 29th, 2005 • True Religion Apparel Inc • Apparel & other finishd prods of fabrics & similar matl • California
ContractPrivate Placement Subscription Agreement • February 13th, 2004 • True Religion Apparel Inc • Apparel & other finishd prods of fabrics & similar matl • Nevada
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
EMPLOYMENT CONTRACTEmployment Agreement • July 9th, 2003 • Gusana Explorations Inc • Metal mining • California
WHEREAS, the Executive and the Company wish to execute this Agreement in order to determine their rights and obligations in relation to the Executive's employment by the Company:
EMPLOYMENT AGREEMENTEmployment Agreement • April 14th, 2006 • True Religion Apparel Inc • Apparel & other finishd prods of fabrics & similar matl • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into this twelfth day of April, 2006, by and between True Religion Apparel, Inc., a Delaware corporation (“TRA”), and Michael F. Buckley (“Executive”).
DISTRIBUTION AGREEMENTDistribution Agreement • May 18th, 2004 • True Religion Apparel Inc • Apparel & other finishd prods of fabrics & similar matl • California
THIS Distribution Agreement (this "Agreement") is entered into and effective as of February 10, 2004, by and between GURU DENIM, INC., a California corporation (the "Manufacturer"), and ANV Clothing Inc. "Distributor").
EMPLOYMENT AGREEMENTEmployment Agreement • August 5th, 2010 • True Religion Apparel Inc • Apparel & other finishd prods of fabrics & similar matl • California
This Employment Agreement (the “Agreement”) is made and entered into as of the date set forth on the signature page hereto, by and between True Religion Apparel, Inc., a Delaware corporation (“TRA”), and Mike Egeck, an individual (“Executive”).
DISCOUNT FACTORING AGREEMENTDiscount Factoring Agreement • April 6th, 2005 • True Religion Apparel Inc • Apparel & other finishd prods of fabrics & similar matl • New York
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2011 • True Religion Apparel Inc • Apparel & other finishd prods of fabrics & similar matl
This Amendment to Employment Agreement (the “Amendment”) is made and entered into as of the date set forth on the signature page hereto, by and between True Religion Apparel, Inc., a Delaware corporation (“TRA”), and Lynne Koplin, an individual (“Executive”).
AMENDMENT TO EMPLOYMENT CONTRACTEmployment Contract • August 15th, 2005 • True Religion Apparel Inc • Apparel & other finishd prods of fabrics & similar matl
THIS AMENDMENT TO EMPLOYMENT CONTRACT (“Amendment”) is entered into this 1st day of January, 2005, between Jeffrey Lubell, an individual (“Executive”) on the one hand, and True Religion Apparel, Inc., a Nevada corporation located at 1525 Rio Vista Avenue, Los Angeles, CA 90023 (the “Company”), on the other hand.
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • January 25th, 2007 • True Religion Apparel Inc • Apparel & other finishd prods of fabrics & similar matl • California
FIRST AMENDMENT TO LEASELease Agreement • March 14th, 2011 • True Religion Apparel Inc • Apparel & other finishd prods of fabrics & similar matl
THIS FIRST AMENDMENT TO LEASE (the “Amendment”) is made and entered into as of November 22, 2010, by and between SDJ ENTERPRISES, LTD,. a California limited partnership (“Lessor”), and GURU DENIM, INC., a California corporation, and TRUE RELIGION APPAREL, INC., a Delaware corporation (collectively “Lessee”), with reference to the following facts:
TRUE RELIGION APPAREL, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 8th, 2010 • True Religion Apparel Inc • Apparel & other finishd prods of fabrics & similar matl • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is entered into as of , , by and between True Religion Apparel, Inc., a Delaware corporation (the “Company”), and , a [director/officer] of the Company (the “Indemnitee”). This Agreement shall be effective as of the date set forth above, and shall apply to any indemnifiable event that occurred prior to or after such date if Indemnitee was an officer or director of the Company, or was serving at the request of Company as an officer or director of another corporation, partnership, joint venture, trust or other enterprise, at the time such indemnifiable event occurred.
FACTORING AND SECURITY AGREEMENTFactoring Agreement • March 31st, 2004 • True Religion Apparel Inc • Apparel & other finishd prods of fabrics & similar matl • Florida
Seller and FCC, LLC, a Florida limited liability company which will do business in California as First Capital Western Region, LLC ("Factor"), hereby agree to the terms and conditions set forth in this Factoring Agreement ("Agreement"):
TRUE RELIGION APPAREL, INC.Employment Agreement • December 4th, 2012 • True Religion Apparel Inc • Apparel & other finishd prods of fabrics & similar matl
between Lynne Koplin (“you”) and True Religion Apparel, Inc. (the “Company”), as amended on August 13, 2010, October 27, 2011, and September 28, 2012 (the “Agreement”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 22nd, 2005 • True Religion Apparel Inc • Apparel & other finishd prods of fabrics & similar matl • Nevada
This AGREEMENT AND PLAN OF MERGER (“Agreement”) dated as of August 18, 2005, is made and entered into by and between True Religion Apparel, Inc., a Nevada corporation (“Parent”) and True Religion Apparel (Delaware), Inc., a Delaware corporation (“Subsidiary”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 5th, 2006 • True Religion Apparel Inc • Apparel & other finishd prods of fabrics & similar matl
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into this 31st day of May 2006, between Kymberly Lubell, an individual (“Executive”) on the one hand, and True Religion Apparel, Inc., a Delaware corporation located at 1525 Rio Vista Avenue, Los Angeles, CA 90023 (the “Company”), on the other hand.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 2nd, 2011 • True Religion Apparel Inc • Apparel & other finishd prods of fabrics & similar matl
This Second Amendment to Employment Agreement (the “Second Amendment”) is made and entered into as of the date set forth on the signature page hereto, by and between True Religion Apparel, Inc., a Delaware corporation (“TRA”), and Lynne Koplin, an individual (“Executive”).
June 29, 2005Discount Factoring Agreement • August 15th, 2005 • True Religion Apparel Inc • Apparel & other finishd prods of fabrics & similar matl
Please indicate your acceptance by signing in the space provided, and returning the original to me. The copy is for your file.
TRUE RELIGION APPAREL, INC.Employment Agreement • December 4th, 2012 • True Religion Apparel Inc • Apparel & other finishd prods of fabrics & similar matl
TRUE RELIGION APPAREL, INC.Employment Agreement • March 1st, 2013 • True Religion Apparel Inc • Apparel & other finishd prods of fabrics & similar matl
Reference is made to that certain Employment Agreement, dated December 16, 2009, by and between Lynne Koplin (“you”) and True Religion Apparel, Inc. (the “Company”), as amended on August 13, 2010, October 27, 2011, September 28, 2012, and November 2, 2012 (the “Agreement”).
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASESettlement Agreement • November 12th, 2004 • True Religion Apparel Inc • Apparel & other finishd prods of fabrics & similar matl • California
THIS AGREEMENT is made and entered into between and among GURU DENIM, INC., a California corporation doing business as True Religion Brand Jeans ("Guru"), JEFFREY LUBELL, an individual ("Lubell") (Guru and Lubell are collectively referred to as "Guru Parties"), THE INDIGO GROUP USA, INC., a ______ corporation ("Indigo"), JOHN KANG, an individual ("Kang") and JEREMY LEW, an individual ("Lew") (Indigo, Kang and Lew are collectively referred to as "Indigo Parties") with reference to the following facts:
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 5th, 2006 • True Religion Apparel Inc • Apparel & other finishd prods of fabrics & similar matl
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into this 31st day of May 2006, between Charles Lesser, an individual (“Executive”) on the one hand, and True Religion Apparel, Inc., a Delaware corporation located at 1525 Rio Vista Avenue, Los Angeles, CA 90023 (the “Company”), on the other hand.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 5th, 2006 • True Religion Apparel Inc • Apparel & other finishd prods of fabrics & similar matl
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into this 31st day of May 2006, between Jeffrey Lubell, an individual (“Executive”) on the one hand, and True Religion Apparel, Inc., a Delaware corporation located at 1525 Rio Vista Avenue, Los Angeles, CA 90023 (the “Company”), on the other hand.
MANUFACTURER'S AGREEMENTManufacturer's Agreement • November 12th, 2004 • True Religion Apparel Inc • Apparel & other finishd prods of fabrics & similar matl • California
This Manufacturer's Agreement ("Agreement") is entered into this 15th day of September, 2004, by and between THE INDIGO GROUP USA, INC., ("Manufacturer"), and GURU DENIM, INC., dba TRUE RELIGION BRAND JEANS. ("Company")
TRUE RELIGION APPAREL, INC.Employment Agreement • December 4th, 2012 • True Religion Apparel Inc • Apparel & other finishd prods of fabrics & similar matl
WAIVER AND RELEASE AGREEMENTWaiver and Release Agreement • June 5th, 2006 • True Religion Apparel Inc • Apparel & other finishd prods of fabrics & similar matl
This Waiver and Release Agreement (the “Agreement”) is entered into by and between Mark Saltzman (hereinafter “Saltzman”), on the one hand and True Religion Apparel, Inc. and Guru Denim, Inc., on the other hand (hereinafter collectively referred to as the “Company”).
TRUE RELIGION APPAREL, INC.Employment Agreement • April 23rd, 2013 • True Religion Apparel Inc • Apparel & other finishd prods of fabrics & similar matl
Reference is made to that certain Employment Agreement, dated August 16, 2010, by and between Peter F. Collins (“you”) and True Religion Apparel, Inc. (the “Company”) (the “Agreement”). All capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Agreement.
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • September 17th, 2008 • True Religion Apparel Inc • Apparel & other finishd prods of fabrics & similar matl
THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (“Second Amendment”) is entered into this 12th day of September, 2008 between Jeffrey Lubell, an individual (“Executive”), and True Religion Apparel, Inc., a Delaware corporation located at 2263 E. Vernon Avenue, Vernon, CA 90058 (the “TRA”).
ContractExclusivity Agreement • July 9th, 2003 • Gusana Explorations Inc • Metal mining
TRUE RELIGION APPAREL, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 14th, 2005 • True Religion Apparel Inc • Apparel & other finishd prods of fabrics & similar matl • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is entered into as of this , by and between True Religion Apparel, Inc., a Delaware corporation (the “Company”), and [Name of Indemnitee], a [director/officer] of the Company (the “Indemnitee”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • January 3rd, 2007 • True Religion Apparel Inc • Apparel & other finishd prods of fabrics & similar matl
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT, effective as of this 3rd day of January, 2007, is entered into by and between True Religion Apparel, Inc., a Delaware corporation (“TRA”), and Charles Lesser (“Executive”).
TRUE RELIGION APPAREL, INC.Employment Agreement • April 23rd, 2013 • True Religion Apparel Inc • Apparel & other finishd prods of fabrics & similar matl
Reference is made to that certain Employment Agreement, dated December 16, 2009, by and between Lynne Koplin (“you”) and True Religion Apparel, Inc. (the “Company”), as amended on August 13, 2010, October 27, 2011, September 28, 2012, November 2, 2012, and February 26, 2013 (the “Agreement”). All capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Agreement.
TRUE RELIGION APPAREL, INC. STOCK ISSUANCE AGREEMENTStock Issuance Agreement • September 29th, 2005 • True Religion Apparel Inc • Apparel & other finishd prods of fabrics & similar matl • California
THIS STOCK ISSUANCE AGREEMENT is made as of . 20 (the “Issuance Date”), by and between True Religion Apparel, Inc., a Delaware corporation, and , a Participant.
