Tilly's, Inc. Sample Contracts
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 7th, 2011 • Tilly's, Inc. • Retail-apparel & accessory stores • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2011 by and between Tilly’s, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.
Standard Contracts
Tilly’s, Inc. Class A Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • September 11th, 2018 • Tilly's, Inc. • Retail-apparel & accessory stores • New York
Tilly’s, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company named on Schedule II hereto (the “Selling Stockholders”), propose, subject to the terms and conditions stated herein, that the Selling Stockholders shall sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 5,500,000 shares of Class A common stock, par value $0.001 per share (“Stock”) of the Company, and, at the election of the Underwriters, up to 825,000 additional shares of Stock. The aggregate of 5,500,000 shares to be sold by the Selling Stockholders is herein called the “Firm Shares” and the aggregate of 825,000 additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
CREDIT AGREEMENT Dated as of April 27, 2023 among WORLD OF JEANS & TOPS, as the Lead Borrower For The Borrowers Named Herein, TILLY’S, INC., as a Guarantor, WELLS FARGO BANK, NATIONAL ASSOCIATION as Agent, L/C Issuer and Swing Line Lender, and The...Credit Agreement • April 28th, 2023 • Tilly's, Inc. • Retail-apparel & accessory stores • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of April 27, 2023, among WORLD OF JEANS & TOPS, a California corporation (the “Lead Borrower”), TILLY’S, INC., a Delaware corporation (the “Parent”), the Lead Borrower together with the Persons named on Schedule 1.01 hereto (collectively, the “Borrowers”), the Parent together with the Persons named on Schedule 1.02 hereto (collectively, the “Guarantors”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent, L/C Issuer and Swing Line Lender;
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 9th, 2015 • Tilly's, Inc. • Retail-apparel & accessory stores • Delaware
This Indemnification Agreement (“Agreement”) is made as of __________, 2015 by and between Tilly’s, Inc., a Delaware corporation (the “Company”), and _____ (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 11th, 2012 • Tilly's, Inc. • Retail-apparel & accessory stores • California
THIS AGREEMENT is entered into as of May 3, 2012, by and between WORLD OF JEANS & TOPS, a California corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
CREDIT AGREEMENT Dated as of November 9, 2020 among WORLD OF JEANS & TOPS, as the Lead Borrower For The Borrowers Named Herein, TILLY’S, INC., as a Guarantor, WELLS FARGO BANK, NATIONAL ASSOCIATION as Agent, L/C Issuer and Swing Line Lender, and The...Credit Agreement • November 16th, 2020 • Tilly's, Inc. • Retail-apparel & accessory stores • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of November 9, 2020, among WORLD OF JEANS & TOPS, a California corporation (the “Lead Borrower”), TILLY’S, INC., a Delaware corporation (the “Parent”), the Lead Borrower together with the Persons named on Schedule 1.01 hereto (collectively, the “Borrowers”), the Parent together with the Persons named on Schedule 1.02 hereto (collectively, the “Guarantors”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent, L/C Issuer and Swing Line Lender;
CONTINUING GUARANTY Dated as of January 20, 2022Continuing Guaranty • January 21st, 2022 • Tilly's, Inc. • Retail-apparel & accessory stores • California
TILLY’S INC. STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • March 23rd, 2012 • Tilly's, Inc. • Retail-apparel & accessory stores • Delaware
Tilly’s Inc., a Delaware corporation (the “Company”), pursuant to its 2012 Equity and Incentive Award Plan (the “Plan”), hereby grants to the individual 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 as set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option 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 Stock Option Agreement.
AMENDED AND RESTATED CONTINUING SECURITY AGREEMENT: RIGHTS TO PAYMENT AND INVENTORYContinuing Security Agreement • June 11th, 2012 • Tilly's, Inc. • Retail-apparel & accessory stores • California
WORLD OF JEANS & TOPS (“Debtor”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”) are parties to that certain Continuing Security Agreement—Rights to Payment and Inventory, dated as of August 1, 2010 (the “Existing Security Agreement”). The Existing Security Agreement secures Debtor’s obligations to Bank under the terms of that certain Credit Agreement dated as of May 1, 2003, as amended and restated by that certain Amended and Restated Credit Agreement dated as of the date hereof (and as it may hereafter be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) pursuant to which Bank has made a loan or loans and other financial accommodations to Debtor. As a condition to Bank’s continuing to provide financial accommodations to Debtor pursuant to the Credit Agreement, Bank has requested, and Debtor has agreed, to amend and restate the terms of the Existing Security Agreement in its entirety pursuant to the terms of this Agreement, as set for
OFFICE AND WAREHOUSE LEASE BETWEEN AMNET HOLDINGS, LLC, AS LANDLORD AND WORLD OF JEANS and TOPS, A CALIFORNIA CORPORATION, AS TENANT IRVINE, CA 92618Office and Warehouse Lease • March 23rd, 2012 • Tilly's, Inc. • Retail-apparel & accessory stores • California
This OFFICE AND WAREHOUSE LEASE (the “Agreement”) dated as of November 1, 2011, is between AMNET HOLDINGS, LLC, a California limited liability company (hereinafter referred to as “Landlord”), and WORLD OF JEANS & TOPS, a California corporation (hereinafter referred to as “Tenant”). For good and valuable consideration, the parties hereby enter into this Agreement based upon the terms below.
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 23rd, 2012 • Tilly's, Inc. • Retail-apparel & accessory stores • California
THIS AGREEMENT is entered into as of [ ], 2012, by and between WORLD OF JEANS & TOPS, a California corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
SECURITY AGREEMENT by WORLD OF JEANS & TOPS, as a Borrower, TILLY’S, INC., as a Guarantor, THE OTHER BORROWERS AND GUARANTORS PARTY HERETO FROM TIME TO TIME and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent Dated as of April 27, 2023Security Agreement • April 28th, 2023 • Tilly's, Inc. • Retail-apparel & accessory stores • New York
SECURITY AGREEMENT dated as of April 27, 2023 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Security Agreement”) made by (i) WORLD OF JEANS & TOPS, having an office at 11 Whatney, Irvine, California 92618, as lead borrower for itself and the other Borrowers (the “Lead Borrower”), (ii) THE OTHER BORROWERS FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Additional Borrowers,” and together with the Lead Borrower, the “Borrowers”), and (iii) THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the “Original Guarantors”) AND THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Additional Guarantors,” and together with the Original Guarantors, the “Guarantors”), as pledgors, assignors and debtors (the Borrowers, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Grantors,” and each, a “Grantor”)
GUARANTYGuaranty • April 28th, 2023 • Tilly's, Inc. • Retail-apparel & accessory stores • New York
GUARANTY (this “Guaranty”), dated as of April 27, 2023, by each of the Persons set forth on Schedule I hereto (each such Person, individually, a “Guarantor” and, collectively, the “Guarantors”) in favor of (a) WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent and collateral agent (in such capacities, the “Agent”) for its own benefit and the benefit of the other Credit Parties (as defined in the Credit Agreement referred to below), and (b) the Credit Parties.
TILLY’S INC. RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • April 3rd, 2013 • Tilly's, Inc. • Retail-apparel & accessory stores • Delaware
Tilly’s Inc., a Delaware corporation (the “Company”), pursuant to its 2012 Equity and Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (“Participant”), the number of shares of the Company’s common stock, par value $0.001 (“Stock”), set forth below (the “Shares”). This Restricted Stock Award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Award Agreement attached hereto as Exhibit A (the “Restricted Stock Agreement”) (including without limitation the Restrictions on the Shares set forth in the Restricted Stock 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 Agreement.
THIRD PARTY PLEDGE AGREEMENT Dated as of January 20, 2022Third Party Pledge Agreement • January 21st, 2022 • Tilly's, Inc. • Retail-apparel & accessory stores • California
AMENDED AND RESTATED SECURITY AGREEMENT: EQUIPMENTSecurity Agreement: Equipment • June 11th, 2012 • Tilly's, Inc. • Retail-apparel & accessory stores • California
WORLD OF JEANS & TOPS (“Debtor”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”) are parties to that certain Security Agreement—Equipment, dated as of May 22, 2006 (the “Existing Security Agreement”). The Existing Security Agreement secures Debtor’s obligations to Bank under the terms of that certain Credit Agreement dated as of May 1, 2003, as amended and restated by that certain Amended and Restated Credit Agreement dated as of the date hereof (and as it may hereafter be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) pursuant to which Bank has made a loan or loans and other financial accommodations to Debtor. As a condition to Bank’s continuing to provide financial accommodations to Debtor pursuant to the Credit Agreement, Bank has requested, and Debtor has agreed, to amend and restate the terms of the Existing Security Agreement in its entirety pursuant to the terms of this Agreement, as set forth below.
TILLY’S STOCK OPTION AGREEMENT PURSUANT TO 2007 PLAN (Non-Executive Form)Stock Option Agreement • September 7th, 2011 • Tilly's, Inc. • Retail-apparel & accessory stores • California
The Company has granted to the Optionee, pursuant to the Stock Option Grant Agreement (the “Grant Agreement”) and the Company’s 2007 Stock Option Plan (the “Plan”), an Option to purchase certain shares of Stock, upon the terms and conditions set forth in this Agreement. The Option shall in all respects be subject to the terms and conditions of the Grant Agreement and the Plan, the provisions of which are incorporated herein by reference.
GENERAL PLEDGE AGREEMENTGeneral Pledge Agreement • June 11th, 2012 • Tilly's, Inc. • Retail-apparel & accessory stores • Delaware
AMENDMENT NO. 6 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 1st, 2019 • Tilly's, Inc. • Retail-apparel & accessory stores • California
AGREEMENT (this “Amendment”), is made on January 31, 2019, by and among WORLD OF JEANS & TOPS, a California corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
FIRST AMENDMENT TO LEASELease Agreement • September 6th, 2022 • Tilly's, Inc. • Retail-apparel & accessory stores
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is executed as of June 30, 2022, by and between Amnet Holdings, a California limited liability company (“Landlord”), and World of Jeans & Tops, a California Corporation (“Tenant”).
SECURITY AGREEMENT by WORLD OF JEANS & TOPS, as a Borrower, TILLY’S, INC., as a Guarantor, THE OTHER BORROWERS AND GUARANTORS PARTY HERETO FROM TIME TO TIME and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent Dated as of November 9, 2020Security Agreement • November 16th, 2020 • Tilly's, Inc. • Retail-apparel & accessory stores • New York
SECURITY AGREEMENT dated as of November 9, 2020 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Security Agreement”) made by (i) WORLD OF JEANS & TOPS, having an office at 11 Whatney, Irvine, California 92618, as lead borrower for itself and the other Borrowers (the “Lead Borrower”), (ii) THE OTHER BORROWERS FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Additional Borrowers,” and together with the Lead Borrower, the “Borrowers”), and (iii) THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the “Original Guarantors”) AND THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Additional Guarantors,” and together with the Original Guarantors, the “Guarantors”), as pledgors, assignors and debtors (the Borrowers, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Grantors,” and each, a “Grantor
AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED WAIVERCredit Agreement • March 30th, 2018 • Tilly's, Inc. • Retail-apparel & accessory stores • California
THIS AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED WAIVER (this “Amendment”), is made on April 13, 2017, by and among WORLD OF JEANS & TOPS, a California corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • January 31st, 2017 • Tilly's, Inc. • Retail-apparel & accessory stores • California
THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), is made on January 26, 2017, by and among WORLD OF JEANS & TOPS, a California corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
EMPLOYMENT SEPARATION AND RELEASE AGREEMENTEmployment Separation and Release Agreement • February 15th, 2024 • Tilly's, Inc. • Retail-apparel & accessory stores • California
This Employment Separation and Release Agreement (the “Agreement”) is entered into by and between Edmond Thomas (“Employee”) and Tilly’s, Inc. (the “Company”) as of February 15, 2024 (the “Effective Date”). The purpose of this Agreement is to ease Employee’s separation from the Company and to settle and resolve any and all disputes and controversies of any nature existing between Employee and the Company, including, but not limited to, any claims arising out of Employee’s employment with, and separation from, the Company.
AMENDMENT NO. 1 TO OFFICE AND WAREHOUSE LEASE AGREEMENTOffice and Warehouse Lease Agreement • July 1st, 2011 • Tilly's, Inc. • California
THIS AMENDMENT NO. 1 is entered into as of February 21, 2011 (the “Amendment”) between Amnet Holdings, LLC (the “Landlord”) and World of Jeans & Tops, dba Tilly’s, (the “Tenant”) to the Office and Warehouse Lease agreement dated as of November 1, 2010 (the “Lease”).
TILLY’S REPRICED STOCK OPTION GRANT AGREEMENT PURSUANT TO 2007 PLANRepriced Stock Option Grant Agreement • September 7th, 2011 • Tilly's, Inc. • Retail-apparel & accessory stores
(the “Optionee”) had been granted an option (the “Option”) to purchase shares of the Common Stock of World of Jeans & Tops, dba Tilly’s (the “Company”), pursuant to the Stock Option Grant Agreement dated (the “Prior Stock Option Grant”), the Company’s 2007 Stock Option Plan (the “Plan”) and related Stock Option Agreement (the “Option Agreement”), the provisions of which are incorporated herein by reference. This Repriced Stock Option Grant Agreement dated amends the Prior Stock Option Grant only with regard to the Exercise Price. All other terms of your Prior Stock Option Grant are restated below and remain unchanged.
CONFIDENTIAL SEPARATION AND RELEASE AGREEMENTSeparation Agreement • September 6th, 2019 • Tilly's, Inc. • Retail-apparel & accessory stores • California
This Confidential Separation and Release Agreement (the “Agreement”) is entered into by and between Debbie Anker-Morris (“Employee”) and World of Jeans & Tops, d/b/a Tilly’s (the “Company”), effective as of the eighth day following the date on which Employee signs this Agreement if not revoked in accordance with Section 6(d) below (the “Effective Date”). The purpose of this Agreement is to provide separation pay to ease Employee’s transition from the Company and to settle and resolve any and all disputes and controversies of any nature existing between Employee and the Company, including, but not limited to, any claims arising out of Employee’s employment with, and separation from, the Company.
FORM OF SHARE EXCHANGE AGREEMENTShare Exchange Agreement • September 7th, 2011 • Tilly's, Inc. • Retail-apparel & accessory stores • California
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is entered into as of [ ], 2011 by and among World of Jeans & Tops, a California corporation (“WOJT”), the shareholders of WOJT, each of whom are listed on Schedule A hereto (each a “Shareholder,” and collectively, the “Shareholders”), and Tilly’s, Inc., a Delaware corporation (“Tilly’s”).
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASEConfidential Separation Agreement and General Release • November 15th, 2024 • Tilly's, Inc. • Retail-apparel & accessory stores • California
This Confidential Separation Agreement and General Release (“Agreement”) is between Laura Janney (“you”), on the one hand, and World of Jeans and Tops dba Tillys (the “Company”) on the other hand (collectively the “Parties”). The employment relationship between you and Company will be separated effective November 8, 2024 (“Separation Date”). The Company wishes to reach an amicable separation with you and assist your transition to other employment. Both parties desire to settle all claims and issues, if any, that may exist between them in relation to your employment with the Company, on the terms set forth below. Therefore, in consideration of the terms, conditions, and promises made in this Agreement, you and the Company agree as follows:
CONSENT AGREEMENTConsent Agreement • June 9th, 2021 • Tilly's, Inc. • Retail-apparel & accessory stores • New York
THIS CONSENT AGREEMENT (this “Consent”) is made and entered into as of this 8th day of June, 2021, by and among (a) WORLD OF JEANS & TOPS, a California corporation (the “Lead Borrower”), (b) TILLY’S, INC., a Delaware corporation (the “Parent”), as a Guarantor, (c) WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), as Administrative Agent and Collateral Agent (“Agent”), L/C Issuer and Swing Line Lender, and (d) Wells Fargo, along with the other lenders identified therein (collectively, the “Lenders”, and each a “Lender”).
SECURITY AGREEMENT: BUSINESS ASSETS Dated as of January 20, 2022Security Agreement • January 21st, 2022 • Tilly's, Inc. • Retail-apparel & accessory stores • California
FIRST AMENDMENT TO THE AMENDED & RESTATED OFFICE AND WAREHOUSE LEASEOffice and Warehouse Lease • March 30th, 2018 • Tilly's, Inc. • Retail-apparel & accessory stores
THIS FIRST AMENDMENT TO THE AMENDED & RESTATED OFFICE AND WAREHOUSE LEASE (this “Amendment”) is made and entered into as of December 21, 2017, by and between SHAKED HOLDINGS, LLC, a California limited liability company (“Landlord”), and WORLD OF JEANS AND TOPS, INC. a California corporation (“Tenant”).
AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 10th, 2015 • Tilly's, Inc. • Retail-apparel & accessory stores • California
THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), as of July 9, 2015, (“Effective Date”) is made by and among WORLD OF JEANS & TOPS, a California corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
AMENDMENT NO. 7 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • January 24th, 2020 • Tilly's, Inc. • Retail-apparel & accessory stores • California
THIS AMENDMENT NO. 7 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), is made on January 23, 2020, by and among WORLD OF JEANS & TOPS, a California corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • October 8th, 2015 • Tilly's, Inc. • Retail-apparel & accessory stores
THIS SEPARATION AND GENERAL RELEASE AGREEMENT (this “Agreement”) is made and entered into as of the Effective Date, defined in Section 6(e) below, by and between, Daniel J. Griesemer, an individual (the “Employee”), and World of Jeans & Tops, d/b/a Tilly’s (the “Company”).
