MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • September 13th, 2004 • Rag Shops Inc • Retail-hobby, toy & game shops • Delaware
This MANAGEMENT SERVICES AGREEMENT (the "Agreement"), dated as of September 13, 2004 (the "Effective Date"), is entered into by and between Rag Shops, Inc., a Delaware corporation with offices at 111 Wagaraw Road, Hawthorne, NJ 07506 (the "Company"), and Sun Capital Partners Management III, LLC, a Delaware limited liability company with offices at 5200 Town Center Circle, Suite 470, Boca Raton, Florida 33486 (the "Manager"). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger dated as of the date hereof (the "Merger Agreement") among the Company, Crafts Retail Holding Corp. and Crafts Retail Acquisition Corp.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 13th, 2004 • Rag Shops Inc • Retail-hobby, toy & game shops • Delaware
STOCK PURCHASE AGREEMENT ARTICLE I REPRESENTATIONS AND WARRANTIES OF EACH STOCKHOLDER ARTICLE II REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY ARTICLE IV SALE OF SCHEDULE I SHARES ARTICLE V STANDSTILL; AGREEMENT TO TENDER ARTICLE VI STOCKHOLDER CAPACITY ARTICLE VII INDEMNIFICATION BY THE COMPANY ARTICLE VIII GENERAL PROVISIONS Schedule I [Omitted]
