AGREEMENT AND PLAN OF MERGER dated as of May , 2010 among EXPRESS PARENT LLC, EXPRESS MANAGEMENT INVESTORS BLOCKER, INC., EXPRESS MANAGEMENT INVESTORS LLC, EXPRESS INVESTMENT CORP., MULTI-CHANNEL RETAIL HOLDINGS LLC - SERIES G and EXPRESS HOLDING, LLCMerger Agreement • May 11th, 2010 • Express Parent LLC • Retail-apparel & accessory stores • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of May , 2010, by and among Express Parent LLC, a Delaware limited liability company (the “Company”), Express Management Investors Blocker, Inc., a Delaware corporation (“EMIB”), Express Management Investors LLC, a Delaware limited liability company and the sole stockholder of EMIB (“EMI”), Express Investment Corp., a Delaware corporation (“EIC”), Multi-Channel Retail Holdings LLC — Series G, a Delaware limited liability company and the sole stockholder of EIC (“MCRH”), and Express Holding, LLC (“Holding”). The Company, EMIB, EMI, EIC, MCRH, and Holding are collectively referred to herein as the “Parties” and each individually is referred to herein as a “Party.”
EXPRESS PARENT LLC LIMITED LIABILITY COMPANY AGREEMENT dated as of June 26, 2008 among LIMITED BRANDS STORE OPERATIONS, INC., EXP INVESTMENTS, INC., EXPRESS INVESTMENT CORP., and THE OTHER MEMBERS LISTED ON THE SIGNATURE PAGES HERETOLimited Liability Company Agreement • May 11th, 2010 • Express Parent LLC • Retail-apparel & accessory stores • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Express Parent LLC (the “Company”) is dated as of June 26, 2008 among Limited Brands Store Operations, Inc., a Delaware corporation (“LBSO”), EXP Investments, Inc., a Delaware corporation (“EXP” and together with LBSO, “Limited”), Express Investment Corp., a Delaware corporation (“Buyer”), solely for purposes of Section 5.01(a)(ii) and Section 5.01(b) hereof, each of Golden Gate Capital Investment Fund II, L.P., Golden Gate Capital Investment Fund II-A, L.P., and Golden Gate Capital Investment Annex Fund II, L.P., and each other Member listed on the signature pages hereto from time to time.
CONVERSION AGREEMENTConversion Agreement • May 11th, 2010 • Express Parent LLC • Retail-apparel & accessory stores • Delaware
THIS CONVERSION AGREEMENT (this “Agreement”) is dated as of May 10, 2010, by and among Express Parent LLC, a Delaware limited liability company (the “Company”), Multi-Channel Retail Holdings LLC — Series G, a Delaware limited liability company (“MCRH”), Limited Brands Store Operations, Inc., a Delaware corporation (“LBSO”), and EXP Investments, Inc., a Delaware corporation (“EXP”). The Company, MCRH, LBSO, and EXP are collectively referred to herein as the “Parties” and each individually is referred to herein as a “Party.” This Agreement and the transactions contemplated hereby (including the Conversion, as defined below) shall not be consummated unless and until the effectiveness of the Company’s Registration Statement on Form S-1 (File No. 333-164906) that was originally filed with the Securities and Exchange Commission on February 16, 2010 (the “Registration Statement”) has occurred.
