SUPPORT AGREEMENTSupport Agreement • March 28th, 2011 • Harry & David Holdings, Inc. • Retail-retail stores, nec • New York
This SUPPORT AGREEMENT (the “Agreement”) is made and entered into as of March 27, 2011, by and among Harry & David Holdings, Inc., a Delaware corporation, and its subsidiaries (collectively, “HD”); and each of the undersigned holders (together the “Principal Holders”), which persons or entities are record or beneficial owners or investment advisors or managers of beneficial owners (each, a “Holder”), of the Senior Floating Rate Notes due 2012 and/or 9.0% Senior Notes due 2013 (the “Notes”) issued by HD pursuant to that certain indenture dated February 25, 2005 (the “Indenture”). HD, the Principal Holders and any subsequent person that becomes a party hereto in accordance with the terms hereof are referred to herein as the “Parties” and individually as a “Party”.
HARRY & DAVID HOLDINGS, INC. BACKSTOP STOCK PURCHASE AGREEMENT Dated as of March 27, 2011Backstop Stock Purchase Agreement • March 28th, 2011 • Harry & David Holdings, Inc. • Retail-retail stores, nec • New York
THIS BACKSTOP STOCK PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, together with any schedules, exhibits and annexes hereto, this “Agreement”) is entered into as of March 27, 2011, by and among (a) Harry & David Holdings, Inc., a Delaware corporation (as in existence on the date hereof, as a debtor-in-possession in the Chapter 11 Cases (as defined below) and as a reorganized debtor, as applicable, the “Company”), (b) Harry and David, an Oregon corporation (“HD”), and each of the other Affiliates (as defined below) of the Company listed on the signature pages hereto under the title “Debtors” (such Affiliates, each as in existence on the date hereof, as a debtor-in-possession in the Chapter 11 Cases and as a reorganized debtor, as applicable, together with the Company, each a “Debtor” and, collectively, the “Debtors”), and (c) each of the undersigned entities and/or their investment advisors, managers, managed funds or accounts, intermediaries or no
