AMENDED AND RESTATED REGISTRATION AND PARTICIPATION RIGHTS AGREEMENT by and among Giraffe Holding, Inc., Giraffe Intermediate A, Inc., Giraffe Intermediate B, Inc., The Gymboree Corporation and Certain Stockholders of Giraffe Holding, Inc. Entered...Registration and Participation Rights Agreement • April 26th, 2012 • Gymboree Corp • Apparel & other finishd prods of fabrics & similar matl • New York
This Amended and Restated Registration and Participation Rights Agreement (this “Agreement”) is made as of December 23, 2011, by and among:
FIRST AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • April 26th, 2012 • Gymboree Corp • Apparel & other finishd prods of fabrics & similar matl • New York
This FIRST AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”) is entered into as of 23 day of April, 2012, and effective as of December 23, 2011, by and among (i) Giraffe Holding, Inc., a Delaware corporation (“Parent”), (ii) The Gymboree Corporation, a Delaware corporation (the “Gymboree”) and (iii) Bain Capital Partners, LLC (“Bain” or the “Manager”). As used herein, “Company” means Gymboree and its subsidiaries.
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT by and among Giraffe Holding, Inc., Giraffe Intermediate A, Inc., Giraffe Intermediate B, Inc., The Gymboree Corporation and the Investors, Other Investors and Managers Named Herein Entered into on December...Stockholders Agreement • April 26th, 2012 • Gymboree Corp • Apparel & other finishd prods of fabrics & similar matl • New York
