AGREEMENTSeverance Agreement • September 26th, 2001 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
EXHIBIT 10.17 CONSULTING AGREEMENT This Agreement is made and entered into as of the 1st day of January, 2003 between BENJAM CONSULTING, LLC ("Benjam"), MARK M. DAVID ("David") (Benjam and David are hereinafter referred to collectively as the...Consulting Agreement • February 13th, 2003 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
RECITALSVoting Agreement • December 20th, 2006 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • December 20th, 2006 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
EXHIBIT 10.23 NON-QUALIFIED STOCK OPTION AGREEMENT AGREEMENT made as of the 13th day of October, 2006, by and between Movie Star, Inc., a New York corporation (the "Company"), and Saul Pomerantz (the "Employee"). WHEREAS, effective on October 13, 2006...Non-Qualified Stock Option Agreement • October 18th, 2006 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
SERIES B COMMON STOCK PURCHASE WARRANT FREDERICK’S OF HOLLYWOOD GROUP INC.Security Agreement • March 22nd, 2010 • Frederick's of Hollywood Group Inc /Ny/ • Women's, misses', children's & infants' undergarments
THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the six month anniversary of the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Frederick’s of Hollywood Group Inc., a New York corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EMPLOYMENT AGREEMENT AGREEMENT dated as of February 22, 2000 between MELVYN KNIGIN, residing at 400 17th Street, Norwood, New Jersey 07648 ("Executive"), and MOVIE STAR, INC., a New York corporation having its principal office at 136 Madison Avenue,...Employment Agreement • May 15th, 2000 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
FREDERICK’S OF HOLLYWOOD GROUP INC., As Issuer, AND As Trustee INDENTURE DATED AS OF [__________] [___], 20[__] SUBORDINATED DEBT SECURITIESIndenture • November 25th, 2009 • Frederick's of Hollywood Group Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
INDENTURE, dated as of [__________] [___], 20[__], between Frederick’s of Hollywood Group Inc., a New York corporation (the “Company”), and [_____________], a [_____________], as trustee (the “Trustee”):
ASSET PURCHASE AGREEMENT EXHIBIT 2.1 ASSET PURCHASE AGREEMENT (the "AGREEMENT"), dated as of July 28, 2004, by and among Movie Star, Inc., a New York corporation, having its principal offices at 1115 Broadway, 11th Floor, New York, New York 10010...Asset Purchase Agreement • August 6th, 2004 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
December 26, 2002 MOVIE STAR, INC. 1115 Broadway New York, NY 10010 Re: FINANCING AGREEMENT It is mutually agreed that the Financing Agreement entered into between us dated April 24, 1996, as amended or supplemented (the "Financing Agreement") is...Financing Agreement • February 13th, 2003 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments
EMPLOYMENT AGREEMENT AGREEMENT dated as of February 22, 2000 between SAUL POMERANTZ, residing at 515 East 79th Street, New York, New York 10021 ("Executive"), and MOVIE STAR, INC., a New York corporation having its principal office at 136 Madison...Employment Agreement • May 15th, 2000 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
RECITALSPartnership Agreement • May 14th, 1998 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
EXHIBIT 10.20 NON-QUALIFIED STOCK OPTION AGREEMENT AGREEMENT made as of the 3rd day of October 2006, by and between Movie Star, Inc., a New York corporation (the "Company"), and Melvyn Knigin (the "Employee"). WHEREAS, effective on October 3, 2006...Non-Qualified Stock Option Agreement • October 6th, 2006 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
RECITALSStockholders Agreement • December 20th, 2006 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
EXECUTION COPY EXHIBIT 10.25 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of November 28, 2006 ("Commencement Date") between THOMAS RENDE, residing at _______________ ("Executive"), and MOVIE STAR,...Employment Agreement • December 1st, 2006 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
FREDERICK’S OF HOLLYWOOD GROUP INC., As Issuer, AND As Trustee INDENTURE DATED AS OF [__________] [___], 20[__] SENIOR DEBT SECURITIESIndenture • November 25th, 2009 • Frederick's of Hollywood Group Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
INDENTURE, dated as of [__________] [___], 20[_], between Frederick’s of Hollywood Group Inc., a New York corporation (the “Company”), and [_____________], a [______________], as trustee (the “Trustee”):
RECITALS:Retirement Agreement • September 28th, 1999 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
June 30, 2006 Movie Star, Inc. 1115 Broadway New York , New York 10010 Re: LETTER OF CREDIT AGREEMENT -------------------------- Ladies and Gentlemen: From time to time, in order to assist you in establishing or opening Letters of Credit with a bank...Letter of Credit Agreement • July 6th, 2006 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments
MOVIE STAR, INC. 1115 BROADWAY NEW YORK, NEW YORK 10010Employment Agreement • December 1st, 2006 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments
EXHIBIT 10.18 EMPLOYMENT AGREEMENT AGREEMENT dated as of July 1, 2002 between MELVYN KNIGIN, residing at 400 17th Street, Norwood, New Jersey 07648 ("Executive") and MOVIE STAR, INC., a New York corporation having its principal office at 136 Madison...Employment Agreement • February 13th, 2003 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
EXHIBIT 4.3 FORM OF STOCK OPTION AGREEMENT FOR OPTIONS GRANTED UNDER THE 1994 ISOPIncentive Stock Option Agreement • January 23rd, 1998 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
EXHIBIT 10.19 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") dated as of October 3, 2006 ("Commencement Date") between MELVYN KNIGIN, residing at _______________________________________...Employment Agreement • October 6th, 2006 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
EXHIBIT 10.22 AMENDED AND RESTATED EMPLOYMENT AGREEMENT ----------------------------------------- THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of October 13, 2006 ("Commencement Date") between SAUL POMERANTZ, residing at...Employment Agreement • October 18th, 2006 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
EXHIBIT 10.15 EXECUTION COPY EMPLOYMENT AGREEMENT -------------------- AGREEMENT dated as of December 10, 2004 between SAUL POMERANTZ, residing at 515 East 79th Street, New York, New York 10021 ("Executive"), and MOVIE STAR, INC., a New York...Employment Agreement • December 15th, 2004 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
CIT LOGO OMITTED] June 30, 2006 Movie Star, Inc. 1115 Broadway New York , New York 10010 ACCOUNTS RECEIVABLE FINANCING AGREEMENT --------------------------------------- Ladies and Gentlemen: In consideration of our extending loans and other financial...Accounts Receivable Financing Agreement • July 6th, 2006 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
EXHIBIT 10.2 STANDBY PURCHASE AGREEMENT This STANDBY PURCHASE AGREEMENT (this "Agreement") dated as of December 18, 2006 by and among Movie Star, Inc., a New York corporation (the "Company"), Fursa Alternative Strategies LLC (formerly known as Mellon...Standby Purchase Agreement • December 20th, 2006 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 22nd, 2010 • Frederick's of Hollywood Group Inc /Ny/ • Women's, misses', children's & infants' undergarments
This Agreement is made pursuant to two certain Securities Purchase Agreements, each dated as of the date hereof, between the Company and the Purchasers (the “Purchase Agreements”).
MOVIE STAR, INC. 1115 BROADWAY NEW YORK, NEW YORK 10010Employment Agreement • December 1st, 2006 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments
CIT LOGO OMITTED] June 30, 2006 Movie Star, Inc. 1115 Broadway New York , New York 10010 INVENTORY SECURITY AGREEMENT ---------------------------- Ladies and Gentlemen: This agreement is being executed by you to induce us to make loans or advances to...Inventory Security Agreement • July 6th, 2006 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 22nd, 2010 • Frederick's of Hollywood Group Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 16, 2010, between Frederick’s of Hollywood Group Inc., a New York corporation (the “Company”), and each purchaser identified on the signature pages hereto.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 19th, 2013 • Frederick's of Hollywood Group Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of December 18, 2013, by and between TTG Apparel, LLC, a Delaware limited liability company (“Seller”), and HGI Funding, LLC, a Delaware limited liability company (“Purchaser”).
SECURITY AGREEMENTSecurity Agreement • February 1st, 2008 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
SECURITY AGREEMENT, dated January 28, 2008, made by Frederick’s of Hollywood Group Inc., a New York corporation (“Grantor”), in favor of Wells Fargo Retail Finance II, LLC, a Delaware limited liability company, as arranger and agent for the Lenders (as defined below) party to the Financing Agreement referred to below (in such capacity, the “Agent”).
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • September 14th, 2011 • Frederick's of Hollywood Group Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
AGREEMENT made as of September 8, 2011, by and between Frederick’s of Hollywood Group Inc., a New York corporation (the “Company”), and Donald Jones (the “Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 14th, 2011 • Frederick's of Hollywood Group Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
THIS EMPLOYMENT AGREEMENT dated as of September 8, 2011 between DONALD JONES, residing at _______________ (“Executive”), and FREDERICK’S OF HOLLYWOOD GROUP INC., a New York corporation having its principal office at 6255 Sunset Boulevard, Hollywood, CA 90028 (“Company”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG FOHG HOLDINGS, LLC FOHG ACQUISITION CORP. AND FREDERICK’S OF HOLLYWOOD GROUP INC. DATED AS OF DECEMBER 18, 2013Merger Agreement • December 19th, 2013 • Frederick's of Hollywood Group Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 18, 2013, is entered into by and among FOHG HOLDINGS, LLC, a Delaware limited liability company (“Parent”), FOHG ACQUISITION CORP., a New York and wholly-owned subsidiary of Parent (“Merger Sub”), and FREDERICK’S OF HOLLYWOOD GROUP INC., a New York corporation (the “Company” and, together with Parent and Merger Sub, the “Parties”). Certain capitalized terms used in this Agreement and not otherwise defined are used as defined in Section 8.11.
