Underwriting AgreementUnderwriting Agreement • September 13th, 2006 • Bare Escentuals Inc • Perfumes, cosmetics & other toilet preparations • New York
Bare Escentuals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares (the “Firm Shares”) and, at the election of the Underwriters, up to additional shares (the “Optional Shares”) of common stock, par value $0.001 per share (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
CREDIT AGREEMENT DATED AS OF DECEMBER 20, 2006 AMONG BARE ESCENTUALS BEAUTY, INC., as Company, BARE ESCENTUALS, INC., as Holdings, THE LENDERS LISTED HEREIN, as Lenders, and BNP PARIBAS, as Administrative Agent BNP PARIBAS Lead ArrangerCredit Agreement • December 22nd, 2006 • Bare Escentuals Inc • Perfumes, cosmetics & other toilet preparations • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is dated as of December 20, 2006 and entered into by and among BARE ESCENTUALS, INC., a Delaware corporation, formerly known as STB Beauty, Inc. (“Holdings”), BARE ESCENTUALS BEAUTY, INC., a Delaware corporation, formerly known as MD Beauty, Inc. (“Company”), and BNP PARIBAS (“BNP Paribas”), as administrative agent for Lenders (in such capacity, “Administrative Agent”). Capitalized terms used herein have the meanings defined in subsection 1.1 below.
BARE ESCENTUALS, INC. FORM OF STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • August 8th, 2008 • Bare Escentuals Inc • Perfumes, cosmetics & other toilet preparations • Delaware
Bare Escentuals, Inc., a Delaware corporation (the “Company”), pursuant to its 2006 Equity Incentive Award Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s common stock, par value $0.001 (“Stock”), set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.
BARE ESCENTUALS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 30th, 2006 • Bare Escentuals Inc • Delaware
This Indemnification Agreement (“Agreement”) is made as of ___________, 2006 by and between Bare Escentuals, Inc., a Delaware corporation (the “Company”), and ________________ (“Indemnitee”).
OFFICE LEASEOffice Lease • June 30th, 2006 • Bare Escentuals Inc • California
This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between ECI STEVENSON LLC, a California limited liability company (“Landlord”), and MD BEAUTY, INC., a Delaware corporation (“Tenant”).
Underwriting AgreementUnderwriting Agreement • March 2nd, 2007 • Bare Escentuals Inc • Perfumes, cosmetics & other toilet preparations • New York
SECURITY AGREEMENTSecurity Agreement • June 30th, 2006 • Bare Escentuals Inc • New York
This SECURITY AGREEMENT (this “Agreement”) is dated as of February 18, 2005 and entered into by and among MD BEAUTY, INC., a Delaware corporation (“Company”), STB BEAUTY, INC., a Delaware corporation (“Holdings”), each of THE UNDERSIGNED DIRECT AND INDIRECT SUBSIDIARIES of Company (each of such undersigned Subsidiaries being a “Subsidiary Grantor” and collectively “Subsidiary Grantors”) and each ADDITIONAL GRANTOR that may become a party hereto after the date hereof in accordance with Section 21 hereof (each of Company, Holdings, each Subsidiary Grantor, and each Additional Grantor being a “Grantor” and collectively the “Grantors”) and BNP PARIBAS, as Administrative Agent for and representative of (in such capacity herein called “Secured Party”) the Beneficiaries (as hereinafter defined).
EMPLOYMENT AGREEMENTEmployment Agreement • January 20th, 2010 • Bare Escentuals Inc • Perfumes, cosmetics & other toilet preparations • California
This Employment Agreement dated as of January 14, 2010 (the “Agreement”), is entered into by and between Bare Escentuals, Inc., a Delaware corporation (the “Company”), and Myles B. McCormick (the “Executive”).
SEVERANCE RIGHTS AGREEMENTSeverance Rights Agreement • December 23rd, 2008 • Bare Escentuals Inc • Perfumes, cosmetics & other toilet preparations • California
This Severance Rights Agreement dated as of December 19, 2008 (as amended and otherwise modified, the “Agreement”), is entered into by and between Bare Escentuals Beauty, Inc. (the “Company”), a Delaware corporation, and Myles McCormick (the “Executive”).
AGREEMENT AND PLAN OF MERGER DATED AS OF JANUARY 14, 2010 among SHISEIDO COMPANY, LIMITED, BLUSH ACQUISITION CORPORATION and BARE ESCENTUALS, INC.Merger Agreement • January 15th, 2010 • Bare Escentuals Inc • Perfumes, cosmetics & other toilet preparations • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of January 14, 2010 (this “Agreement”), is among Shiseido Company, Limited, a Japanese corporation (“Parent”), Blush Acquisition Corporation, a Delaware corporation and an indirect wholly-owned Subsidiary of Parent (“Merger Sub”), and Bare Escentuals, Inc., a Delaware corporation (the “Company”). Certain terms used in this Agreement are used as defined in Section 9.12.
AMENDED AND RESTATED AGREEMENTAmended and Restated Agreement • June 30th, 2006 • Bare Escentuals Inc • Pennsylvania
THIS AMENDED AND RESTATED AGREEMENT (“Agreement”) is dated December 31, 1998 and is between QVC, Inc., a Delaware corporation with its principal place of business at Studio Park, 1200 Wilson Drive, West Chester, PA 19380 (“QVC”) and DOLPHIN ACQUISITION CORP., a California corporation d/b/a BARE ESCENTUALS, with its principal place of business at 600 Townsend, Suite 329E, San Francisco, CA 94103 (the “Company”).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • August 6th, 2009 • Bare Escentuals Inc • Perfumes, cosmetics & other toilet preparations • California
This Separation and Release Agreement (“Agreement”) is made by and between Bare Escentuals Beauty, Inc. (“Company”) and Michael Dadario (“Employee”). “Company” shall also include all subsidiary, parent or related corporations of Bare Escentuals, Inc.
MASTER SERVICES AGREEMENTMaster Services Agreement • May 9th, 2008 • Bare Escentuals Inc • Perfumes, cosmetics & other toilet preparations • California
This MASTER SERVICES AGREEMENT (this “Agreement”) is made effective as of January 1, 2008, by and between Datapak Services Corporation, a Michigan corporation (“Datapak”), and Bare Escentuals Beauty , Inc. a Delaware corporation (“Bare Escentuals”).
NAME AND LIKENESS LICENSE AGREEMENTName and Likeness License Agreement • September 26th, 2006 • Bare Escentuals Inc • Perfumes, cosmetics & other toilet preparations • California
This Name and Likeness License Agreement (this “Agreement”) is entered into as of September 22, 2006, by and between Leslie Blodgett (“Licensor”) and Bare Escentuals, Inc., a Delaware corporation (the “Company”).
Underwriting AgreementUnderwriting Agreement • May 14th, 2007 • Bare Escentuals Inc • Perfumes, cosmetics & other toilet preparations • New York
FIRST AMENDMENT TO STOCKHOLDERS AGREEMENTStockholders Agreement • June 30th, 2006 • Bare Escentuals Inc
WHEREAS, STB Beauty, Inc., a Delaware corporation (the “Company”), and the undersigned stockholders of the Company are parties to a Stockholders Agreement dated as of June 10, 2004 (the “Agreement”) between the Company and the stockholders party thereto (the “Stockholders”);
BARE ESCENTUALS BEAUTY, INC. FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 2nd, 2007 • Bare Escentuals Inc • Perfumes, cosmetics & other toilet preparations • New York
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of March 23, 2007 and entered into by and among BARE ESCENTUALS, INC., a Delaware corporation (“Holdings”), BARE ESCENTUALS BEAUTY, INC., a Delaware corporation (the “Company”), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF, and BNP PARIBAS (“BNP Paribas”), as administrative agent for Lenders (in such capacity, “Administrative Agent”). Reference is made to that certain Amended and Restated Credit Agreement dated as of December 20, 2006 by and among Holdings, Company, the Lenders referenced therein and BNP Paribas, as Administrative Agent (the “Credit Agreement”). Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement, as amended hereby.
MD Beauty letterhead] August 2, 2005Employment Agreement • June 30th, 2006 • Bare Escentuals Inc
BARE ESCENTUALS, INC. RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • November 5th, 2008 • Bare Escentuals Inc • Perfumes, cosmetics & other toilet preparations
Bare Escentuals, Inc., a Delaware corporation (the “Company”), pursuant to its 2006 Equity Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (“Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”) with respect to the number of shares of the Company’s common stock, par value $0.001 (the “Shares”). This award for Restricted Stock Units (this “RSU Award”) is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Restricted Stock Unit Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Unit Agreement.
FORM OF REVOLVING NOTERevolving Note • June 30th, 2006 • Bare Escentuals Inc • Delaware
Company also promises to pay interest on the unpaid principal amount hereof, until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Credit Agreement dated as of February 18, 2005, by and among Company, STB Beauty, Inc., a Delaware corporation, the financial institutions from time to time party thereto as Lenders, and BNP Paribas, as Administrative Agent (said Credit Agreement, as it may be amended, supplemented or otherwise modified from time to time, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defend).
SECOND AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • June 30th, 2006 • Bare Escentuals Inc • New York
This SECOND AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) is dated as of October 7, 2005 and entered into by and among STB BEAUTY, INC., a Delaware corporation (“Holdings”), MD BEAUTY, INC., a Delaware corporation (the “Company”), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to herein as a “Lender” and collectively as “Lenders”), and BNP PARIBAS (“BNP Paribas”), as administrative agent for Lenders (in such capacity, “Administrative Agent”), and solely for purposes of Section 3 hereof, the Credit Support Parties (as defined in Section 3 hereof). Reference is made to that certain Term Loan Agreement dated as of February 18, 2005, as amended by the First Amendment to Term Loan Agreement dated as of July 21, 2005, by and among Holdings, Company, the Lenders referenced therein and BNP Paribas, as Administrative Agent (the “Credit Agreement”). Capitalized terms used herein without definition shall have the same meanings as set forth in the
LICENSE AGREEMENTLicense Agreement • August 15th, 2006 • Bare Escentuals Inc • Perfumes, cosmetics & other toilet preparations • Delaware
THIS AGREEMENT, entered into and effective as of the 15TH day of July, 1999 (the “Effective Date”) by and between TRISTRATA TECHNOLOGY, INC., a Delaware corporation having its principal place of business at 1105 North Market Street, Suite 1300, P.O. Box 8985, Wilmington, Delaware 19899 (hereinafter referred to as “LICENSOR”) and MDF Acquisition Corp. a Delaware corporation having a principal place of business at 10455 Pacific Center Court, San Diego, CA 92121, (hereinafter referred to as “LICENSEE”);
EMPLOYMENT AGREEMENTEmployment Agreement • June 30th, 2006 • Bare Escentuals Inc • Delaware
This Employment Agreement dated as of May 3, 2004 (as amended and otherwise modified, the “Agreement”) is entered into by and between MD Beauty, Inc. (the “Company”), a Delaware corporation, and Leslie Blodgett (the “Executive”).
BARE ESCENTUALS BEAUTY, INC. SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 22nd, 2006 • Bare Escentuals Inc • Perfumes, cosmetics & other toilet preparations • New York
This SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of December 20, 2006 and entered into by and among BARE ESCENTUALS, INC., a Delaware corporation, formerly known as STB Beauty, Inc. (“Holdings”), BARE ESCENTUALS BEAUTY, INC., a Delaware corporation, formerly known as MD Beauty, Inc. (the “Company”), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to herein as a “Consenting Lender” and collectively as “Consenting Lenders”), and BNP PARIBAS (“BNP Paribas”), as administrative agent for Lenders (in such capacity, “Administrative Agent”), and solely for purposes of Section 4 hereof, the Credit Support Parties (as defined in Section 4 hereof). Reference is made to that certain Credit Agreement dated as of February 18, 2005, as amended by the First Amendment to Credit Agreement dated as of July 21, 2005, the Second Amendment to Credit Agreement dated as of October 7, 2005, the Third Amendment to Credit Agreement dated as of Ma
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 23rd, 2008 • Bare Escentuals Inc • Perfumes, cosmetics & other toilet preparations • California
This Amended and Restated Employment Agreement dated as of December 19, 2008 (as amended and otherwise modified, the “Agreement”), is entered into by and between Bare Escentuals Beauty, Inc. (the “Company”), a Delaware corporation, and Leslie A. Blodgett (the “Executive”).
JOINT FILING AGREEMENTJoint Filing Agreement • March 18th, 2010 • Bare Escentuals Inc • Perfumes, cosmetics & other toilet preparations
The undersigned hereby agree that the Statement on Schedule 13D, dated March 17, 2010 (the “Schedule 13D”), with respect to the common stock, par value $0.01 per share, of Bare Escentuals, Inc. is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13D and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
INDUSTRIAL WAREHOUSE LEASE AGREEMENT between CENTERPOINT II LLC, a Michigan limited liability company, as Landlord, and BARE ESCENTUALS BEAUTY, INC., a Delaware corporation, as TenantLease Agreement • March 1st, 2007 • Bare Escentuals Inc • Perfumes, cosmetics & other toilet preparations • Ohio
THIS INDUSTRIAL WAREHOUSE LEASE AGREEMENT, dated as of January 31, 2007 (this “Lease”), is made between CENTERPOINT II LLC, a Michigan limited liability company (“Landlord”), and BARE ESCENTUALS BEAUTY, INC., a Delaware corporation (“Tenant”).
AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF DECEMBER 31, 1998Amendment to Amended and Restated Agreement • June 30th, 2006 • Bare Escentuals Inc • Pennsylvania
THIS AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF DECEMBER 31, 1998 (“Amendment”) is effective as of January 29, 1999 by and between QVC, Inc., a Delaware corporation (“QVC”) and Dolphin Acquisition Corp., a California corporation (“Company”).
FIRST AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • June 30th, 2006 • Bare Escentuals Inc • New York
This FIRST AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) is dated as of July 21, 2005 and entered into by and among STB BEAUTY, INC., a Delaware corporation (“Holdings”), MD BEAUTY, INC., a Delaware corporation (the “Company”), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to herein as a “Lender” and collectively as “Lenders”), and BNP PARIBAS (“BNP Paribas”), as administrative agent for Lenders (in such capacity, “Administrative Agent”), and solely for purposes of Section 3 hereof, the Credit Support Parties (as defined in Section 3 hereof). Reference is made to that certain Term Loan Agreement dated as of February 18, 2005, by and among Holdings, Company, the Lenders referenced therein and BNP Paribas, as Administrative Agent (the “Credit Agreement”). Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 30th, 2006 • Bare Escentuals Inc • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of July 21, 2005 and entered into by and among STB BEAUTY, INC., a Delaware corporation (“Holdings”), MD BEAUTY, INC., a Delaware corporation (the “Company”), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to herein as a “Lender” and collectively as “Lenders”), and BNP PARIBAS (“BNP Paribas”), as administrative agent for Lenders (in such capacity, “Administrative Agent”), and solely for purposes of Section 3 hereof, the Credit Support Parties (as defined in Section 3 hereof). Reference is made to that certain Credit Agreement dated as of February 18, 2005, by and among Holdings, Company, the Lenders referenced therein and BNP Paribas, as Administrative Agent (the “Credit Agreement”). Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement.
BARE ESCENTUALS BEAUTY, INC. FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 26th, 2006 • Bare Escentuals Inc • Perfumes, cosmetics & other toilet preparations • New York
This FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of September 11, 2006 and entered into by and among BARE ESCENTUALS, INC., a Delaware corporation, formerly known as STB Beauty, Inc. (“Holdings”), BARE ESCENTUALS BEAUTY, INC., a Delaware corporation, formerly known as MD Beauty, Inc. (the “Company”), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF, and BNP PARIBAS (“BNP Paribas”), as administrative agent for Lenders (in such capacity, “Administrative Agent”), and solely for purposes of Section 3 hereof, the Credit Support Parties (as defined in Section 3 hereof). Reference is made to that certain Credit Agreement dated as of February 18, 2005, as amended by the First Amendment to Credit Agreement dated as of July 21, 2005, the Second Amendment to Credit Agreement dated as of October 7, 2005, the Third Amendment to Credit Agreement dated as of March 17, 2006, and the Fourth Amendment to Credit Agreement dated as of June 7, 2006, in each case by and
JOINT FILING UNDERTAKINGJoint Filing Undertaking • January 15th, 2010 • Bare Escentuals Inc • Perfumes, cosmetics & other toilet preparations
The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule 13D jointly on behalf of each such party.
FORM OF TERM NOTETerm Note • June 30th, 2006 • Bare Escentuals Inc • Delaware
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE ADMINISTRATIVE AGENT PURSUANT TO THIS NOTE AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE ADMINISTRATIVE AGENT HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT, DATED AS OF FEBRUARY 18, 2005 (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), BY AND AMONG BNP PARIBAS, AS FIRST LIEN ADMINISTRATIVE AGENT, AND BNP PARIBAS, AS SECOND LIEN ADMINISTRATIVE AGENT. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS NOTE, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.
STOCKHOLDERS SUPPORT AGREEMENTStockholders Support Agreement • January 15th, 2010 • Bare Escentuals Inc • Perfumes, cosmetics & other toilet preparations • Delaware
STOCKHOLDERS SUPPORT AGREEMENT, dated as of January 14, 2010 (this “Agreement”), among Shiseido Company, Limited, a corporation organized under the laws of Japan (“Parent”), Blush Acquisition Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Purchaser”), and each of the stockholders whose names appear on the signature pages of this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”).
BARE ESCENTUALS, INC. SECOND AMENDMENT TO THE STOCKHOLDERS AGREEMENT June 28, 2006Stockholders Agreement • June 30th, 2006 • Bare Escentuals Inc
Reference is made to the Stockholders Agreement (the “Stockholders Agreement”), dated as of June 10, 2004, by and between Bare Escentuals, Inc. (the “Company”) and the stockholders party thereto (the “Stockholders”), as amended on December 21, 2004. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Stockholders Agreement.
