FINANCING AGREEMENT Dated as of December 31, 2012 by and among CHRISTALS ACQUISITION, LLC, as Parent, PEEKAY ACQUISITION, LLC, and EACH OF ITS SUBSIDIARIES LISTED AS A BORROWER ON THE SIGNATURE PAGES HERETO, as Borrowers, EACH OF PARENT'S SUBSIDIARIES...Financing Agreement • January 6th, 2015 • Dico, Inc. • Wholesale-jewelry, watches, precious stones & metals • New York
Financing Agreement, dated as of December 31, 2012, by and among Christals Acquisition, LLC, a Delaware limited liability company (the "Parent"), Peekay Acquisition, LLC, a Delaware limited liability company ("Peekay Acquisition), the subsidiaries of Peekay Acquisition listed as Borrowers on the signature pages hereto (together with Peekay Acquisition, each a "Borrower" and collectively, the "Borrowers"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages hereto (together with the Parent and each other Person that executes a joinder agreement and becomes a "Guarantor" hereunder or otherwise guaranties all or any part of the Obligations (as hereinafter defined), each a "Guarantor" and collectively, the "Guarantors"), the lenders from time to time party hereto (as such, each a "Lender" and collectively, the "Lenders"), Cortland Capital Market Services LLC, as collateral agent for the Lenders (in such capacity, together with its successors and permitted assigns,
PEEKAY BOUTIQUES, INC. [____________] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 23rd, 2015 • Peekay Boutiques, Inc. • Retail-retail stores, nec • New York
ContractPeekay Boutiques, Inc. • December 31st, 2015 • Retail-retail stores, nec • Nevada
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF SUCH SECURITIES BY ANY PERSON UNTIL 180 DAYS IMMEDIATELY FOLLOWING THE DATE OF THE OFFERING (AS DEFINED BELOW), EXCEPT IN ACCORDANCE WITH FINRA RULE 5110(g)(2).
PEEKAY BOUTIQUES, INC. [____________] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 31st, 2015 • Peekay Boutiques, Inc. • Retail-retail stores, nec • New York
EMPLOYMENT AGREEMENTEmployment Agreement • January 6th, 2015 • Dico, Inc. • Wholesale-jewelry, watches, precious stones & metals • New York
EMPLOYMENT AGREEMENT, dated as of December 31, 2014 (this “Agreement”) between DICO, INC., a Nevada corporation, which is expected to be renamed Peekay Boutiques, Inc. (the “Company”), and JANET MATHEWS, an individual residing at the address set forth on the signature page to this Agreement (the “Executive”).
AMENDMENT NUMBER 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 7th, 2016 • Peekay Boutiques, Inc. • Retail-retail stores, nec
AMENDMENT NUMBER 2 TO EMPLOYMENT AGREEMENT, dated as of March 1, 2016 (this "Amendment"), by and between PEEKAY BOUTIQUES, INC., a Nevada corporation ("Peekay"), and JANET MATHEWS, an individual ("Mathews"). Each of Peekay and Mathews are referred to in this Amendment individually as a "Party" and collectively as the "Parties." Capitalized terms used, but not otherwise defined, herein have the meanings ascribed to such terms in the Employment Agreement (as hereinafter defined).
CONFIDENTIAL Lisa Berman, Chief Executive Officer PEEKAY BOUTIQUES, INC. Auburn, WA 98001 Dear Ms. Berman:Engagement Agreement • November 15th, 2016 • Peekay Boutiques, Inc. • Retail-retail stores, nec
This letter (the “Engagement Agreement”) confirms the engagement of Traverse, LLC (“Traverse”) by Company and its subsidiaries (the “Company”) to provide restructuring consulting services. Traverse’s role as restructuring consultant will include, but not limited, to the matters discussed below.
FIFTH AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • November 20th, 2015 • Peekay Boutiques, Inc. • Retail-retail stores, nec • New York
FIFTH AMENDMENT, dated as of October 31, 2015 (this "Amendment"), to the Financing Agreement, dated as of December 31, 2012 (as previously amended, the "Financing Agreement"), by and among Christals Acquisition, LLC, a Delaware limited liability company (the "Parent"), Peekay Acquisition, LLC, a Delaware limited liability company ("Peekay Acquisition"), the subsidiaries of Peekay Acquisition listed as Borrowers on the signature pages thereto (together with Peekay Acquisition, each a "Borrower" and collectively, the "Borrowers"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages thereto (together with the Parent and each other Person that executes a joinder agreement and becomes a "Guarantor" hereunder or otherwise guaranties all or any part of the Obligations (as defined therein), each a "Guarantor" and collectively, the "Guarantors"), the lenders from time to time party thereto (each a "Lender" and collectively, the "Lenders"), Cortland Capital Market Servic
SECURITIES EXCHANGE AGREEMENT by and among DICO, INC. CHRISTALS ACQUISITION, LLC and THE MEMBERS OF CHRISTALS ACQUISITION, LLC Dated as of December 31, 2014Securities Exchange Agreement • January 6th, 2015 • Dico, Inc. • Wholesale-jewelry, watches, precious stones & metals • Nevada
FORBEARANCE AND NINTH AMENDMENT AGREEMENTForbearance and Ninth Amendment Agreement • April 14th, 2016 • Peekay Boutiques, Inc. • Retail-retail stores, nec
This FORBEARANCE AND NINTH AMENDMENT AGREEMENT (this "Agreement") is entered into as of February 22, 2016, by and among Peekay Boutiques, Inc., a Nevada corporation ("Holdco"), Christals Acquisition, LLC, a Delaware limited liability company (the "Parent"), Peekay Acquisition, LLC, a Delaware limited liability company ("Peekay Acquisition"), the subsidiaries of Peekay Acquisition listed as Borrowers on the signature pages of the Financing Agreement (as hereinafter defined) (together with Peekay Acquisition, each a "Borrower" and, collectively, the "Borrowers"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages of the Financing Agreement (together with the Parent and each other Person that executes a joinder agreement and becomes a "Guarantor" thereunder or otherwise guarantees all or any part of the Obligations (as defined therein), each a "Guarantor" and, collectively, the "Guarantors," and together with the Borrowers, the "Obligors" and each, an "Obligor"),
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • November 18th, 2016 • Peekay Boutiques, Inc. • Retail-retail stores, nec • Washington
This Separation Agreement and Release (“Agreement”) is made by and between Martin Walker (“Employee”) and Peekay, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). In consideration of the mutual promises made herein, the Company and Employee hereby agree as follows:
TERMINATION AGREEMENTTermination Agreement • November 20th, 2015 • Peekay Boutiques, Inc. • Retail-retail stores, nec • New York
THIS TERMINATION AGREEMENT (the "Termination Agreement") is entered into effective as of November 19, 2015 by and among Peekay Acquisition, LLC, a Delaware limited liability company (the "Company"), Christals Management, LLC, a Delaware limited liability company ("Christals"), and CP IV SPV, LLC, a Delaware limited liability company ("CP IV," and together with Christals, the "Consultants"). Each of the Company, Christals and CP IV is referred to in this Termination Agreement individually as a "Party" and collectively as the "Parties." Capitalized terms used, but not otherwise defined, in this Termination Agreement have the meanings ascribed to them in the Agreement (as defined below).
SIXTH AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • November 20th, 2015 • Peekay Boutiques, Inc. • Retail-retail stores, nec • New York
SIXTH AMENDMENT, dated as of November 19, 2015 (this "Amendment"), to the Financing Agreement, dated as of December 31, 2012 (as previously amended, the "Financing Agreement"), by and among Christals Acquisition, LLC, a Delaware limited liability company (the "Parent"), Peekay Acquisition, LLC, a Delaware limited liability company ("Peekay Acquisition"), the subsidiaries of Peekay Acquisition listed as Borrowers on the signature pages thereto (together with Peekay Acquisition, each a "Borrower" and collectively, the "Borrowers"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages thereto (together with the Parent and each other Person that executes a joinder agreement and becomes a "Guarantor" hereunder or otherwise guaranties all or any part of the Obligations (as defined therein), each a "Guarantor" and collectively, the "Guarantors"), the lenders from time to time party thereto (each a "Lender" and collectively, the "Lenders"), Cortland Capital Market Servi
AMENDMENT NUMBER 3 TO EMPLOYMENT AGREEMENTEmployment Agreement • October 6th, 2016 • Peekay Boutiques, Inc. • Retail-retail stores, nec
AMENDMENT NUMBER 3 TO EMPLOYMENT AGREEMENT, dated as of October 4, 2016 (this “Amendment”), by and between PEEKAY BOUTIQUES, INC., a Nevada corporation (“Peekay”), and JANET MATHEWS, an individual (“Mathews”). Each of Peekay and Mathews are referred to in this Amendment individually as a “Party” and collectively as the “Parties.” Capitalized terms used, but not otherwise defined, herein have the meanings ascribed to such terms in the Employment Agreement (as hereinafter defined).
FOURTH AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • July 7th, 2015 • Peekay Boutiques, Inc. • Wholesale-jewelry, watches, precious stones & metals • New York
FOURTH AMENDMENT, dated as of June 30, 2015 (this "Amendment"), to the Financing Agreement, dated as of December 31, 2012 (as previously amended, the "Financing Agreement"), by and among Christals Acquisition, LLC, a Delaware limited liability company (the "Parent"), Peekay Acquisition, LLC, a Delaware limited liability company ("Peekay Acquisition"), the subsidiaries of Peekay Acquisition listed as Borrowers on the signature pages thereto (together with Peekay Acquisition, each a "Borrower" and collectively, the "Borrowers"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages thereto (together with the Parent and each other Person that executes a joinder agreement and becomes a "Guarantor" hereunder or otherwise guaranties all or any part of the Obligations (as defined therein), each a "Guarantor" and collectively, the "Guarantors"), the lenders from time to time party thereto (each a "Lender" and collectively, the "Lenders"), Cortland Capital Market Services
Re: Waiver and Consent: Key Man Insurance; Term A Agent FeeFinancing Agreement • October 6th, 2016 • Peekay Boutiques, Inc. • Retail-retail stores, nec
We refer to the Financing Agreement, dated as of December 31, 2012 (as amended, supplemented or otherwise modified from time to time, the “Financing Agreement”), by and among Christals Acquisition, LLC, a Delaware limited liability company (the “Parent”), Peekay Acquisition, LLC, a Delaware limited liability company (“Peekay Acquisition”), the subsidiaries of Peekay Acquisition identified as Borrowers on the signature pages thereto (together with Peekay Acquisition, each a “Borrower” and, collectively, the “Borrowers”), each subsidiary of Parent identified as a guarantor on the signature pages thereto (together with the Parent and each other person that executes a joinder agreement and becomes a “Guarantor” thereunder or otherwise guaranties all or any part of the Obligations (as defined therein), each a “Guarantor” and, collectively, the “Guarantors”), the lenders from time to time party thereto (such lenders, together with their respective successors and assigns, each a “Lender” and,
EIGHTH AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • December 17th, 2015 • Peekay Boutiques, Inc. • Retail-retail stores, nec • New York
EIGHTH AMENDMENT, dated as of December 16, 2015 (this "Amendment"), to the Financing Agreement, dated as of December 31, 2012 (as previously amended, the "Financing Agreement"), by and among Christals Acquisition, LLC, a Delaware limited liability company (the "Parent"), Peekay Acquisition, LLC, a Delaware limited liability company ("Peekay Acquisition"), the subsidiaries of Peekay Acquisition listed as Borrowers on the signature pages thereto (together with Peekay Acquisition, each a "Borrower" and collectively, the "Borrowers"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages thereto (together with the Parent and each other Person that executes a joinder agreement and becomes a "Guarantor" hereunder or otherwise guaranties all or any part of the Obligations (as defined therein), each a "Guarantor" and collectively, the "Guarantors"), the lenders from time to time party thereto (each a "Lender" and collectively, the "Lenders"), Cortland Capital Market Serv
SEVENTH AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • December 3rd, 2015 • Peekay Boutiques, Inc. • Retail-retail stores, nec • New York
SEVENTH AMENDMENT, dated as of November 30, 2015 (this "Amendment"), to the Financing Agreement, dated as of December 31, 2012 (as previously amended, the "Financing Agreement"), by and among Christals Acquisition, LLC, a Delaware limited liability company (the "Parent"), Peekay Acquisition, LLC, a Delaware limited liability company ("Peekay Acquisition"), the subsidiaries of Peekay Acquisition listed as Borrowers on the signature pages thereto (together with Peekay Acquisition, each a "Borrower" and collectively, the "Borrowers"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages thereto (together with the Parent and each other Person that executes a joinder agreement and becomes a "Guarantor" hereunder or otherwise guaranties all or any part of the Obligations (as defined therein), each a "Guarantor" and collectively, the "Guarantors"), the lenders from time to time party thereto (each a "Lender" and collectively, the "Lenders"), Cortland Capital Market Ser
DEBT CONVERSION AGREEMENTDebt Conversion Agreement • November 20th, 2015 • Peekay Boutiques, Inc. • Retail-retail stores, nec • Washington
THIS DEBT CONVERSION AGREEMENT (this "Agreement") is made and entered into as of November 17, 2015, by and among Peekay Boutiques, Inc., a Nevada corporation (the "Company"), the holders of the Christals seller notes (the "Christals Creditors") listed on the Schedule of Creditors (the "Schedule of Creditors") attached hereto as Exhibit A and the holders of the Peekay seller notes listed on the Schedule of Creditors (the "Peekay Creditors" and, together with the Christals Creditors, individually, a "Creditor" and collectively, the "Creditors"). This Agreement shall not become effective until each Creditor identified on the Schedule of Creditors has signed this Agreement.
DICO, INC. CONSULTING AGREEMENTConsulting Agreement • January 6th, 2015 • Dico, Inc. • Wholesale-jewelry, watches, precious stones & metals • New York
CONSULTING AGREEMENT, dated as of December 31, 2014 (the “Agreement”), by and between DICO, INC., a Nevada corporation that is in the process of being re-named Peekay Boutiques, Inc., having its principal place of business at c/o Peekay, Inc., 901 West Main Street, Auburn, WA 98001 (the “Company”) and INSIGHTS, LLC, a limited liability company with an address as specified on the signature page hereto (“Consultant”). References in this Agreement to the “Consultant” are references to the Consultant acting through its agent and representative Lisa Berman.
AMENDMENT NUMBER 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • December 31st, 2015 • Peekay Boutiques, Inc. • Retail-retail stores, nec
AMENDMENT NUMBER 1 TO EMPLOYMENT AGREEMENT, dated as of December 29, 2015 (this "Amendment"), by and between PEEKAY BOUTIQUES, INC., a Nevada corporation ("Peekay"), and JANET MATHEWS, an individual ("Mathews"). Each of Peekay and Mathews are referred to in this Amendment individually as a "Party" and collectively as the "Parties." Capitalized terms used, but not otherwise defined, herein have the meanings ascribed to such terms in the Employment Agreement (as hereinafter defined).
AMENDMENT NO. 1 TO STOCKHOLDER RIGHTS AGREEMENTStockholder Rights Agreement • February 3rd, 2016 • Peekay Boutiques, Inc. • Retail-retail stores, nec
THIS AMENDMENT NO. 1 TO STOCKHOLDER RIGHTS AGREEMENT (the "Amendment") is entered into effective as of January 28, 2016 by and among Peekay Boutiques, Inc., a Nevada corporation (the "Company"), Christals Acquisition, LLC, a Delaware limited liability company ("Christals"), and the former members of Christals executing a signature page to this Amendment, which former members constitute the holders of a majority in interest of the Christals Securities measured based upon the number of Shares received at the closing of the transactions contemplated by the Share Exchange Agreement (as defined below) (each, a "Member" and together the "Members"). Each of the parties to this Amendment is individually referred to herein as a "Party" and collectively, as the "Parties." Capitalized terms used, but not otherwise defined, in this Amendment have the meanings ascribed to them in the Share Exchange Agreement (as defined below) or the Stockholder Rights Agreement (as defined below), as applicable.
SECOND AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • January 6th, 2015 • Dico, Inc. • Wholesale-jewelry, watches, precious stones & metals • New York
SECOND AMENDMENT, dated as of September 24, 2014 (this "Amendment"), to the Financing Agreement, dated as of December 31, 2012 (as previously amended, the "Financing Agreement"), by and among Peekay Acquisition, LLC, a Delaware limited liability company ("Peekay Acquisition"), the subsidiaries of Peekay Acquisition listed as Borrowers on the signature pages thereto (together with Peekay Acquisition, each a "Borrower" and collectively, the "Borrowers"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages thereto (together with the Parent and each other Person that executes a joinder agreement and becomes a "Guarantor" hereunder or otherwise guaranties all or any part of the Obligations (as defined therein), each a "Guarantor" and collectively, the "Guarantors"), the lenders from time to time party thereto (each a "Lender" and collectively, the "Lenders"), Cortland Capital Market Services LLC, as collateral agent for the Lenders (in such capacity, together with i
