5,000,000 Shares Body Central Corp. Common Stock PURCHASE AGREEMENTPurchase Agreement • January 27th, 2011 • Body Central Corp • Retail-apparel & accessory stores • New York
Body Central Corp., a Delaware corporation (the “Company”), and the stockholders of the Company listed in Schedule I hereto (the “Selling Stockholders”) severally propose to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of 5,000,000 shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company. The Firm Shares consist of 100,000 authorized but unissued shares of Common Stock to be issued and sold by the Company and 4,900,000 outstanding shares of Common Stock to be sold by the Selling Stockholders. The Selling Stockholders have also granted to the several Underwriters an option to purchase up to 750,000 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”
AMENDMENT NO. 1 to EMPLOYMENT AGREEMENTEmployment Agreement • January 27th, 2011 • Body Central Corp • Retail-apparel & accessory stores
THIS AMENDMENT NO. 1 dated January 25, 2011 (the "Amendment") to the EMPLOYMENT AGREEMENT dated November 27, 2007 (the "Employment Agreement") is by and between Richard L. Walters (the "Executive") and Body Shop of America, Inc. and Catalogue Ventures, Inc. (together, the "Company"). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Employment Agreement.
