CONFIDENTIALITY AGREEMENTConfidentiality Agreement • January 25th, 2010 • Blush Acquisition Corp • Perfumes, cosmetics & other toilet preparations • Delaware
In connection with your possible interest in Bare Escentuals, Inc. (“we,” “us” or the “Company”), including a potential transaction (“Transaction”) involving you and the Company (the “parties” to this Agreement), each party has requested that the other party or its representatives furnish the party or its representatives with certain non-public, confidential or proprietary information relating to the other party, its affiliates, its subsidiaries or the Transaction. All information (whether written or oral) furnished (whether before or after the date hereof) by each party or its directors, officers, employees, affiliates, representatives (including, without limitation, financial advisors, attorneys and accountants) or agents (collectively, “Representatives”) to the other party or its Representatives and all analyses, compilations, forecasts, studies or other documents prepared by each party or its Representatives which contain, are based on, or otherwise reflect any such information on
December 21, 2009 Mr. Shinzo Maeda President & Chief Executive Officer Shiseido Company, Limited Chuo-ku, Tokyo 1040061 Japan Ladies and Gentlemen:Confidentiality Agreement • January 25th, 2010 • Blush Acquisition Corp • Perfumes, cosmetics & other toilet preparations • Delaware
THIS CONFIDENTIALITY AGREEMENT (this “Agreement”) is entered into and effective as of December 21, 2009 (the “Effective Date”), by and between Shiseido Company, Limited (“Shiseido”) and Bare Escentuals, Inc. (collectively with its subsidiaries, “Bare”) (each of Shiseido and Bare may hereinafter also be referred to as a “Company” or “Party” and collectively as the “Companies” or the “Parties”).
CONTRIBUTION AGREEMENTContribution Agreement • January 25th, 2010 • Blush Acquisition Corp • Perfumes, cosmetics & other toilet preparations • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended and supplemented from time to time, this “Agreement”) of Blush Holdings, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of [ ] [ ], 2010 (the “Effective Date”), by and among the Company, [ ], a Delaware corporation (as further defined in Section 1.1 of this Agreement, the “Managing Member”), and the other undersigned party to this Agreement on the terms and conditions set forth herein (the “Nonmanaging Member” and, together with any other Persons that may now or in the future become nonmanaging members, collectively, the “Nonmanaging Members”). The Managing Member and the Nonmanaging Members are sometimes individually referred to herein as a “Member” and collectively referred to herein as the “Members.”
Agreement on Overdraft in Special Current Account (for Money Market Interest Rate use)Overdraft Agreement • March 8th, 2010 • Blush Acquisition Corp • Perfumes, cosmetics & other toilet preparations
Date: March 5, 2010 Address of the Borrower : Shiseido Company, Limited 7-5-5, Ginza, Chuo-ku, Tokyo 104-0061, Japan Name of the Borrower: /S/ Shinzo Maeda President & Chief Executive Officer
MemorandumMemorandum • March 8th, 2010 • Blush Acquisition Corp • Perfumes, cosmetics & other toilet preparations
Shiseido Company, Limited (the “Borrower”) and Mizuho Bank, Ltd. (handling by Ginza Branch; the “Lender”) have entered into this memorandum (this “Memorandum”) as follows regarding the transaction under the Agreement on Overdraft in Special Current Account (touza kashikoshi) (for Money Market Interest Rate use) (facility amount: 100,000,000,000 yen) dated March 5th, 2009 (the “Loan Agreement”) (the Loan Agreement and this Memorandum are collectively referred to as the “Financing Agreement”).
