0001193125-16-616775 Sample Contracts

ASSET PURCHASE AND CONTRIBUTION AGREEMENT
Asset Purchase and Contribution Agreement • June 8th, 2016 • Bebe Stores, Inc. • Women's, misses', and juniors outerwear • Delaware

THIS ASSET PURCHASE AND CONTRIBUTION AGREEMENT (this “Agreement”) is dated as June 8, 2016, by and among bebe stores, inc., a California corporation (“bebe”), Bebe Studio, Inc., a California corporation (“BSI” and together with bebe, collectively, “Seller”), BB Brand Management LLC, a New York limited liability company (“BB Management”), and BB Brand Holdings LLC, a Delaware limited liability company (“Buyer”) (collectively, the “Parties”).

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LICENSE AGREEMENT SCHEDULE 1
License Agreement • June 8th, 2016 • Bebe Stores, Inc. • Women's, misses', and juniors outerwear • Delaware

THIS AGREEMENT (the “Agreement”) made as of June 8, 2016, (the “Effective Date”) by and between BB BRAND HOLDINGS LLC (“Licensor”), and BEBE STUDIO, INC. / BEBE STORES, INC., (“Licensee”), each with offices at the address set forth on Schedule 1.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF BB BRAND HOLDINGS LLC a Delaware Limited Liability Company
Limited Liability • June 8th, 2016 • Bebe Stores, Inc. • Women's, misses', and juniors outerwear • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of BB Brand Holdings LLC (the “Company”), a limited liability company organized under the Delaware Limited Liability Company Act, as amended from time to time (the “Act”), is made and entered into as of the 8th day of June, 2016 (the “Effective Date”), by and between bebe stores, inc., a California corporation (“BB Member”), and BB Brand Management LLC, a New York limited liability company (“Bluefin Member”).

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