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
KEYSTONE AUTOMOTIVE HOLDINGS, INC. BACKSTOP STOCK PURCHASE AGREEMENT Dated as of January 10, 2011Backstop Stock Purchase Agreement • January 14th, 2011 • Keystone Automotive Operations Inc • Wholesale-motor vehicle supplies & new parts • New York
THIS BACKSTOP STOCK PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of January 10, 2011, by and among (a) Keystone Automotive Holdings, Inc., a Delaware corporation (as in existence on the date hereof, as a debtor-in-possession and a reorganized debtor, as applicable, the “Company”), (b) each of the Affiliates 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 listed on the signature pages hereto under the title “Backstop Equity Investors” (each, a “Backstop Equity Investor” and, collectively, the “Backstop Equity Investors”). Capitalized terms used in this Agreement are defined in Section 13.1 hereof.
