Vince Holding Corp. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • June 23rd, 2014 • Vince Holding Corp. • Retail-apparel & accessory stores • New York
The stockholders named in Schedule II hereto (the “Selling Stockholders”) of Vince Holding Corp., a Delaware corporation (the “Company”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 3,550,373 shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) and, at the election of the Underwriters, up 532,555 additional shares of Common Stock. The 3,550,373 shares to be sold by the Selling Stockholders are herein called the “Firm Shares” and the up to 532,555 additional shares of Common Stock to be sold by the Selling Stockholders at the election of the Underwriters are herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section (3) hereof are herein collectively called the “Shares”.
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • June 23rd, 2014 • Vince Holding Corp. • Retail-apparel & accessory stores • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 26, 2013, to that Indenture dated as of September 30, 1997 (as previously amended or supplemented prior to the date hereof) by and between Kellwood Company (the “Company”) and The Bank of New York Mellon Trust Company National Association, as trustee (the “Trustee”).
