EXHIBIT 1 RIGHTS AGREEMENT by and between THE WET SEAL, INC.Rights Agreement • August 25th, 1997 • Wet Seal Inc • Retail-women's clothing stores • Delaware
------------------------------------------------------------------------------- [LOGO] BANK OF AMERICA AMENDMENT TO DOCUMENTS ------------------------------------------------------------------------------- AMENDMENT NO. 4 TO BUSINESS LOAN AGREEMENT...Business Loan Agreement • April 27th, 1999 • Wet Seal Inc • Retail-women's clothing stores
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 21st, 2014 • Wet Seal Inc • Retail-women's clothing stores • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 20, 2014, by and among The Wet Seal, Inc., a Delaware corporation, with headquarters located at 26972 Burbank, Foothill Ranch, California 92610 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 21st, 2014 • Wet Seal Inc • Retail-women's clothing stores • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March [●], 2014, by and among The Wet Seal, Inc., a Delaware corporation, with headquarters located at 26972 Burbank, Foothill Ranch, California 92610 (the “Company”), and the undersigned buyers (each, a “Buyer” and collectively, the “Buyers”).
AMENDED AND RESTATED RIGHTS AGREEMENT by and between THE WET SEAL, INC.Rights Agreement • September 9th, 1999 • Wet Seal Inc • Retail-women's clothing stores • Delaware
AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 3, 2011 among BANK OF AMERICA, N.A. as Administrative Agent and as Collateral Agent BANK OF AMERICA, N.A. as L/C Issuer and as Swing Line Lender The REVOLVING CREDIT LENDERS Party Hereto, THE...Credit Agreement • February 9th, 2011 • Wet Seal Inc • Retail-women's clothing stores • New York
WHEREAS, the Lenders, the Agents (as defined below), the Borrowers and Guarantors have previously entered into a Credit Agreement dated as of August 14, 2006, as amended to date (the “Existing Credit Agreement”); and
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 12th, 2004 • Wet Seal Inc • Retail-women's clothing stores • New York
------------------------------------------------------------------------------- [LOGO] BANK OF AMERICA AMENDMENT TO DOCUMENTS -------------------------------------------------------------------------------Business Loan Agreement • April 27th, 1999 • Wet Seal Inc • Retail-women's clothing stores
AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 14, 2006 among BANK OF AMERICA, N.A. as Administrative Agent and Collateral Agent BANK OF AMERICA, N.A. as Issuing Bank The REVOLVING CREDIT LENDERS Party Hereto, THE WET SEAL, INC., as Lead...Credit Agreement • August 18th, 2006 • Wet Seal Inc • Retail-women's clothing stores • Massachusetts
THE WET SEAL, INC., a Delaware corporation, having its principal place of business at 26972 Burbank, Foothill Ranch, California 92610, as Lead Borrower for the Borrowers, being:
Exhibit 10.3.9.1 FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT This Fourth Amendment to Employment Agreement (the "Amendment") is made and entered into this 1st day of January, 1995, by and between The Wet Seal, Inc., a Delaware corporation ("Wet Seal"),...Employment Agreement • April 27th, 1999 • Wet Seal Inc • Retail-women's clothing stores
LEASE BETWEENLease Agreement • April 27th, 1998 • Wet Seal Inc • Retail-women's clothing stores
THE WET SEAL, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent Rights Agreement Dated as of August 21, 2012Rights Agreement • August 21st, 2012 • Wet Seal Inc • Retail-women's clothing stores • Delaware
However, if upon acquiring beneficial ownership of one or more additional shares of Common Stock, the Existing Holder does not beneficially own 10% or more of the Common Stock then outstanding, the Existing Holder shall not be deemed to be an “Acquiring Person” for purposes of the Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 3rd, 2005 • Wet Seal Inc • Retail-women's clothing stores • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is entered into as of April 29, 2005, by and among The Wet Seal, Inc., a Delaware corporation (the “Company”) and the buyers listed on the Schedule of Buyers attached hereto as Exhibit A (each, a “Buyer” and, collectively, the “Buyers”).
SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of March 12, 2015 among MADOR LENDING, LLC as Lender THE WET SEAL, INC. as Lead Borrower for THE WET SEAL, INC. THE WET SEAL RETAIL, INC. WET SEAL CATALOG, INC. as the...Senior Secured, Super-Priority Debtor-in-Possession Credit Agreement • March 18th, 2015 • Wet Seal Inc • Retail-women's clothing stores • New York
the Persons (as defined below) named on Schedule 1.01 hereto, as Debtors-in-Possession (collectively, the “Borrowers” and individually, a “Borrower”),
EMPLOYMENT AGREEMENTEmployment Agreement • August 30th, 2010 • Wet Seal Inc • Retail-women's clothing stores • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) by and between The Wet Seal, Inc., a Delaware corporation (the “Company”), and Jon C. Kubo (“Executive”) (collectively, the “Parties”) is entered into as of August 26, 2010.
EXH. 10.5.9 BUSINESS LOAN AGREEMENT This Agreement dated as of October 29, 1999, is between Bank of America, N.A. (the "Bank") and The Wet Seal, Inc. (the "Borrower"). 1. FACILITY NO. 1 : LINE OF CREDIT AMOUNT AND TERMS 1.1 LINE OF CREDIT AMOUNT. (a)...Business Loan Agreement • March 29th, 2000 • Wet Seal Inc • Retail-women's clothing stores • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 3rd, 2005 • Wet Seal Inc • Retail-women's clothing stores • New York
RESTRICTED STOCK AWARD AGREEMENT UNDER THE WET SEAL, INC.Restricted Stock Award Agreement • August 24th, 2012 • Wet Seal Inc • Retail-women's clothing stores • California
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), made as of [ ], 2012 (the “Grant Date”), by and between The Wet Seal, Inc. (the “Company”) and [ ] (“Participant”), who is a director who serves on the Company’s Board of Directors (the “Board”), evidences the grant by the Company of a stock award of shares of restricted Class A common stock, $0.10 par value per share (the “Restricted Stock”) to Participant and Participant’s acceptance of the Restricted Stock in accordance with the provisions of The Wet Seal, Inc. Amended and Restated 2005 Stock Incentive Plan, as amended and/or restated from time to time (the “Plan”). All capitalized terms not defined herein shall have the meaning ascribed to them in the Plan.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 4th, 2014 • Wet Seal Inc • Retail-women's clothing stores • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 3, 2014, by and among B. Riley & Co., LLC (“B. Riley”), the Purchasers listed on Exhibit A hereto (the “Other Purchasers” and, together with B. Riley, the “Purchasers”), and The Wet Seal, Inc., a Delaware corporation (the “Company”).
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 25th, 2005 • Wet Seal Inc • Retail-women's clothing stores
This AMENDMENT, dated as of October 18, 2005 (this “Amendment”), to the SECURITIES PURCHASE AGREEMENT (the “Purchase Agreement”) dated as of April 29, 2005, is made by and among The Wet Seal, Inc., a Delaware corporation, with headquarters located at 26972 Burbank, Foothill Ranch, California 92610 (the “Company”) and the undersigned purchaser of Preferred Shares and Warrants (the “Purchaser”) under the Purchase Agreement. Unless otherwise defined herein or the context otherwise requires, capitalized terms used herein and defined in the Purchase Agreement shall be used herein as therein defined.
TRANSITION AND SEPARATION AGREEMENTTransition and Separation Agreement • July 21st, 2011 • Wet Seal Inc • Retail-women's clothing stores • California
This Transition and Separation Agreement (the “Agreement”) is made by and between Jon C. Kubo (“Executive”) and The Wet Seal, Inc., a Delaware corporation, and any of its affiliates (the “Company”), effective as of the date Executive signs this Agreement (the “Effective Date”) with reference to the following facts:
REGISTRATION RIGHTS AGREEMENT by and among THE WET SEAL, INC. AND THE HOLDERS SIGNATORY HERETO Dated as of September 3, 2014Registration Rights Agreement • September 4th, 2014 • Wet Seal Inc • Retail-women's clothing stores • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 3, 2014, among those parties signatories hereto who purchased shares of Common Stock pursuant to the Securities Purchase Agreement dated September 3, 2014 (the “Holders”) and The Wet Seal, Inc., a Delaware corporation (the “Company”).
SECOND AMENDMENT TO INTERCREDITOR AND LIEN SUBORDINATION AGREEMENTIntercreditor and Lien Subordination Agreement • May 3rd, 2005 • Wet Seal Inc • Retail-women's clothing stores • Massachusetts
THIS SECOND AMENDMENT TO INTERCREDITOR AND LIEN SUBORDINATION AGREEMENT (this “Amendment”) is entered into as of April 29, 2005, by and among S.A.C. CAPITAL ASSOCIATES, LLC, a limited liability company organized under the laws of Anguila, as “Administrative Agent” and “Collateral Agent” for all Second Lien Lenders party to the Second Lien Credit Agreement as described more fully in the Intercreditor Agreement referred to below (the “Second Lien Agent”), THE WET SEAL, INC., a Delaware corporation (the “Lead Borrower”), THE WET SEAL RETAIL, INC., a Delaware corporation (“Wet Seal Retail”), WET SEAL CATALOG, INC., a Delaware corporation (collectively, with Wet Seal Retail and the Lead Borrower, the “Companies”), WET SEAL GC, INC., a Virginia corporation (the “Facility Guarantor”), and FLEET RETAIL GROUP, INC., as “Administrative Agent” and “Collateral Agent” for all of the First Lien Lenders party to the First Lien Credit Agreement as described more fully in the Intercreditor Agreement re
DIRECTOR’S INDEMNIFICATION AGREEMENTIndemnification Agreement • April 29th, 2005 • Wet Seal Inc • Retail-women's clothing stores • Delaware
This Indemnification Agreement (this “Agreement”), dated as of , is made by and between The Wet Seal, Inc., a Delaware corporation (the “Company”), and , who is currently serving as a director of the Company (the “Indemnitee”).
STOCK OPTION AGREEMENTStock Option Agreement • March 24th, 2011 • Wet Seal Inc • Retail-women's clothing stores • California
This Stock Option Agreement (this “Agreement”) is made and entered into as of March 28, 2011 by and between The Wet Seal, Inc., Delaware corporation (the “Company”), and Ken Seipel (“Participant”). Capitalized terms not defined herein will have the meaning ascribed to them in the Company’s Amended and Restated 2005 Stock Incentive Plan, as amended and/or restated from time to time (the “Plan”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 28th, 2006 • Wet Seal Inc • Retail-women's clothing stores • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is dated as of May 2, 2006, and made and entered into by and between The Wet Seal, Inc., a Delaware corporation (the “Company”), and Dyan M. Jozwick (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 20th, 2009 • Wet Seal Inc • Retail-women's clothing stores • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of November 19, 2009, and is made and entered into by and between The Wet Seal, Inc., a Delaware corporation (the “Company”), and Sharon Hughes (“Executive”) (collectively, the “Parties”).
PERFORMANCE SHARE AND RESTRICTED SHARE AWARD AGREEMENTPerformance Share and Restricted Share Award Agreement • March 24th, 2011 • Wet Seal Inc • Retail-women's clothing stores • California
THIS PERFORMANCE SHARE AND RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”), made as of [ ], 2011 (the “Grant Date”), by and between The Wet Seal, Inc. (the “Company”) and Ken Seipel (“Participant”), evidences the granting by the Company of stock awards of Performance Shares (as defined below) and Restricted Shares (as defined below) to Participant and Participant’s acceptance of the Performance Shares and the Restricted Shares. All capitalized terms not defined herein shall have the meaning ascribed to them in The Wet Seal, Inc. Amended and Restated 2005 Stock Incentive Plan, as amended and/or restated from time to time (the “Plan”).
PLAN SPONSORSHIP AGREEMENTPlan Sponsorship Agreement • January 16th, 2015 • Wet Seal Inc • Retail-women's clothing stores • New York
This Plan Sponsorship Agreement (this “Agreement”), dated as of January 15, 2015 (the “Execution Date”), is entered into by and among (1) The Wet Seal, Inc., The Wet Seal Retail, Inc., Wet Seal Catalog, Inc., and Wet Seal GC, LLC (individually, a “Company Party”, and collectively, the “Company”) and (2) B. Riley Financial, Inc. and its affiliates or designees selected in its sole discretion in accordance with section 26 of this Agreement (collectively, the “Sponsor” and, together with the Company, the “Parties”).
SECURITY AGREEMENT by THE WET SEAL, INC., as the Lead Borrower, as a Debtor and as a Debtor-in-Possession and THE OTHER BORROWERS AND GUARANTORS PARTY HERETO FROM TIME TO TIME, as Debtors and Debtors-in-Possession and MADOR LENDING, LLC, as Lender,...Security Agreement • March 18th, 2015 • Wet Seal Inc • Retail-women's clothing stores • New York
SECURITY AGREEMENT dated as of March 12, 2015 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Security Agreement”) made by (i) THE WET SEAL, INC., a Delaware corporation, as lead borrower for itself and the other Borrowers, each as a debtor and debtor-in-possession (the “Lead Borrower”), (ii) THE OTHER BORROWERS LISTED ON THE SIGNATURE PAGES HERETO, each as a debtor and debtor-in-possession (together with the Lead Borrower, the “Original Borrowers”) OR FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT, each as a debtor and debtor-in-possession (the “Additional Borrowers,” and together with the Original Borrowers, the “Borrowers”), and (iii) THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO, each as a debtor and debtor-in-possession (the “Original Guarantors”) AND THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT, as Debtors and Debtors-in-Possession (the
The Wet Seal, Inc. 26972 Burbank Foothill Ranch, CA 92610 October 4, 2012Shareholder Agreement • October 5th, 2012 • Wet Seal Inc • Retail-women's clothing stores • Delaware
This letter constitutes the agreement (the “Agreement”) between Clinton Group, Inc., a Delaware corporation, on behalf of itself and its affiliated funds, persons and entities, both current and future (collectively, “Clinton”), and The Wet Seal, Inc., a Delaware corporation (the “Company”).
SETTLEMENT AGREEMENT AND GENERAL RELEASESettlement Agreement • September 12th, 2003 • Wet Seal Inc • Retail-women's clothing stores • California
This Settlement Agreement and General Release (“Agreement”) is entered into by and between Kathy Bronstein (“Bronstein”), on the one hand, and The Wet Seal, Inc. (“the Company”), on the other hand. Bronstein and the Company are referred to collectively as “the Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • March 24th, 2011 • Wet Seal Inc • Retail-women's clothing stores • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) by and between The Wet Seal, Inc., a Delaware corporation (the “Company”), and Ken Seipel (“Executive”) (collectively, the “Parties”) is entered into as of March 21, 2011.
Separation Agreement and General ReleaseSeparation Agreement and General Release • September 2nd, 2014 • Wet Seal Inc • Retail-women's clothing stores • California
WET SEAL, INC.Letter Agreement • September 4th, 2014 • Wet Seal Inc • Retail-women's clothing stores • New York
Reference is made to that certain Securities Purchase Agreement, dated as of September 3, 2014, by and among The Wet Seal, Inc. (the “Company”), Clinton Group, Inc. (“Clinton”), and certain other purchasers party thereto (the “Purchase Agreement”).
