0001193125-05-215707 Sample Contracts

Yamanouchi Consumer Inc.
Stock Purchase Agreement • November 3rd, 2005 • Harry & David Holdings, Inc. • Retail-retail stores, nec • New York

In connection with the Stock Purchase Agreement dated as of April 1, 2004 (the “SPA”), among Bear Creek Holdings Inc. (formerly known as Pear Acquisition Inc.) (“Buyer”), Yamanouchi Consumer Inc., Yamanouchi Pharmaceutical Co., Ltd. and Yamanouchi U.S. Holding Inc., the parties to the SPA hereby agree as follows:

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Yamanouchi Consumer Inc.
Stock Purchase Agreement • November 3rd, 2005 • Harry & David Holdings, Inc. • Retail-retail stores, nec • New York

In connection with the Stock Purchase Agreement (the “Bear Creek SPA”) dated as of April 1, 2004, among Pear Acquisition Inc. (“Pear”), Yamanouchi Consumer Inc. (“YCI”), Yamanouchi Pharmaceutical Co, Ltd. (“YPCL”) and Yamanouchi U.S. Holding Inc. (“YUH”), the parties to the Bear Creek SPA hereby agree as follows:

STOCK PURCHASE AGREEMENT dated as of APRIL 1, 2004 among PEAR ACQUISITION INC., YAMANOUCHI CONSUMER INC., YAMANOUCHI PHARMACEUTICAL CO., LTD. and YAMANOUCHI U.S. HOLDING INC. relating to the purchase and sale of 100% of the Common Stock of BEAR CREEK...
Stock Purchase Agreement • November 3rd, 2005 • Harry & David Holdings, Inc. • Retail-retail stores, nec • New York

AGREEMENT (the “Agreement”) dated as of April 1, 2004, among Pear Acquisition Inc., a Delaware corporation (“Buyer”), Yamanouchi Consumer Inc., a Delaware corporation (“Seller”), Yamanouchi Pharmaceutical Co., Ltd. and Yamanouchi U.S. Holding Inc.

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