BEBE STORES, INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent Tax Benefit Preservation Plan Dated as of January 12, 2018Tax Benefit Preservation Plan • January 16th, 2018 • Bebe Stores, Inc. • Women's, misses', and juniors outerwear • New York
date as may be determined by action of the Board of Directors prior to such time as any person or group becomes an Acquiring Person) following the commencement of, or announcement by the Company of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 4.99% or more of the Common Stock (the earlier of (i) and (ii) being called the “Distribution Date”), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificates or, with respect to any uncertificated Common Stock registered in book entry form, by notation in book entry, in either case together with a copy of this Summary of Rights. The Board can postpone the Distribution Date in certain circumstances. Shares held by persons participating in a group are deemed to be beneficially owned by all persons treated as the same entity for purposes of Section 382 of t
TERMINATION AGREEMENTTermination Agreement • January 16th, 2018 • Bebe Stores, Inc. • Women's, misses', and juniors outerwear • New York
THIS TERMINATION AGREEMENT (“Agreement”) is made as of January 12, 2018 among bebe stores, inc., a California corporation (“Borrower”), bebe management, inc., a Virginia corporation (“bebe management”), bebe stores (Canada), inc., a California corporation (“bebe Canada”), bebe studio, inc., a California corporation (“bebe studio”), bebe studio realty, LLC, a California limited liability company (“bebe realty”), GACP Finance Co., LLC, a Delaware limited liability company, as administrative agent (in such capacity, “Administrative Agent”) under the Loan Agreement described below, and B. Riley Financial, Inc., a Delaware corporation (“Lender”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Loan Agreement.
INVESTOR AGREEMENTInvestor Agreement • January 16th, 2018 • Bebe Stores, Inc. • Women's, misses', and juniors outerwear • Delaware
This INVESTOR AGREEMENT (this “Agreement”) is made and entered into as of January 12, 2018, by and among bebe stores, inc., a California corporation (the “Company”), and each investor listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”).
DEBT CONVERSION AND PURCHASE AND SALE AGREEMENT BY AND AMONG BEBE STORES, INC., THE MANNY MASHOUF LIVING TRUST AND B. RILEY FINANCIAL, INC. DATED AS OF JANUARY 12, 2018Debt Conversion and Purchase and Sale Agreement • January 16th, 2018 • Bebe Stores, Inc. • Women's, misses', and juniors outerwear • Delaware
THIS DEBT CONVERSION AND PURCHASE AND SALE AGREEMENT (including the exhibits and schedules hereto, each as amended or restated from time to time, this “Agreement”), dated as of January 12, 2018, is made by and between B. Riley Financial, Inc., a Delaware corporation (“Purchaser”), The Manny Mashouf Living Trust (“Seller”), and bebe stores, inc., a California corporation (the “Company”).
