Exhibit 10.39







	






Exhibit 10.39 




THE GYMBOREE
CORPORATION COMMON 
STOCK PURCHASE AGREEMENT



     This
Common Stock Purchase Agreement (this “Agreement”) is made and
entered into as of May __, 2000, by and between The Gymboree Corporation, a
Delaware corporation (the “Company”), and
_____________(“Investor”). 



     1. 
AGREEMENT TO PURCHASE AND SELL STOCK.  










	 	     (a) Authorization.
The Company’s Board of Directors will, prior to the Closing, authorize the issuance,
pursuant to the terms and conditions of this Agreement, of shares of Common Stock, in an
amount equal to the number of Purchased Shares (as defined in Section 1(b)). 






	 	     (b) Agreement
to Purchase and Sell Securities. The Company hereby agrees to issue to the Investor at
the Closing (as defined below), and the Investor hereby agrees to acquire from the
Company at the Closing, ___________ shares of Common Stock (collectively, the “Purchased
Shares”) at a purchase price of Two Dollars Ninety-Seven Cents ($2.97) per share
(the “Purchase Price”). 






	


     2.
CLOSING. The purchase and sale of the Purchased Shares shall take
place at the offices of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, 650 Page Mill Road, Palo Alto, California, at 10:00 a.m.
California time, within three (3) business days after the conditions set forth
in Sections 5 and 6 have been satisfied, or at such other time and place as
the Company and the Investor mutually agree upon (which time and place are
referred to in this Agreement as the “Closing”). At the
Closing, the Company will deliver to each Investor the certificate representing
the Purchased Shares against delivery to the Company by the Investor of the
Purchase Price in cash paid by wire transfer of funds to the Company. Closing
documents may be delivered by facsimile with original signature pages sent by
overnight courier. The date of the Closing is referred to herein as the Closing
Date. 



     3.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants
to the Investor that the statements in this Section 3 are true and correct, except as set
forth in the SEC Documents (as defined below):  










	 	     (a)
Organization Good Standing and Qualification. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of Delaware
and has all corporate power and authority required to (a) carry on its business as
presently conducted, and (b) enter into this Agreement and the other agreements,
instruments and documents contemplated hereby, and to consummate the transactions
contemplated hereby and thereby. The Company is qualified to do business and is in good
standing in each jurisdiction in which the failure to so qualify would have a Material
Adverse Effect. As used in this Agreement, “Material Adverse Effect” means a material
adverse effect on, or a material adverse change in, or a group of such effects on or
changes in, the business, operations, financial condition, results of operations, assets
or liabilities of the applicable party and its subsidiaries, taken as a whole.






	


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	 	     (b) 
Due Authorization. All corporate actions on the part of the Company necessary for the
authorization, execution, delivery of, and the performance of all obligations of the
Company under this Agreement and the authorization, issuance, reservation for issuance
and delivery of all of the Purchased Shares being sold under this Agreement, and this
Agreement constitutes, legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except (a) as may be limited by (i)
applicable bankruptcy, insolvency, reorganization or others laws of general application
relating to or affecting the enforcement of creditors’ rights generally and (ii) the
effect of rules of law governing the availability of equitable remedies and (b) as rights
to indemnity or contribution may be limited under federal or state securities laws or by
principles of public policy thereunder.







	 	     (c)
Valid Issuance of Stock.






	 	     (i) 
Valid Issuance. The shares of Common Stock to be issued pursuant to this Agreement, will
be, upon payment therefor by the Investor in accordance with this Agreement, duly
authorized, validly issued, fully paid and non-assessable. 






	 	     (ii) 
Compliance with Securities Laws. Assuming the correctness of the representations made by
the Investor in Section 4 hereof, the Purchased Shares will be issued to the
Investor in compliance with applicable exemptions from (i) the registration and
prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities
Act”) and (ii) the registration and qualification requirements of all
applicable securities laws of the states of the United States. 






	 	     (d) 
Compliance with Law and Charter Documents. The Company is not in violation or default of
any provisions of its Certificate of Incorporation or Bylaws, both as amended. The
Company has complied in all respects and is in compliance with all applicable statutes,
laws, rules, regulations and orders of the United States of America and all states
thereof, foreign countries and other governmental bodies and agencies having jurisdiction
over the Company’s business or properties, except for any instance of non-compliance that
has not had, and would not reasonably be expected to have, a Material Adverse Effect.






	 	     (e)
SEC Documents.






	 	     (1) 
Reports. The Company has furnished to the Investor prior to the date hereof copies of its
Annual Report on Form 10-K for the fiscal year ended January 29, 2000 (“Form 10-K
”), and all other registration statements, reports and proxy statements filed by the
Company with the Securities and Exchange Commission (“SEC”) on or after January
29, 2000 (the Form 10-K and such registration statements, reports and proxy statements
are collectively referred to herein as the “SEC Documents”). Each of the SEC
Documents, as of the respective date thereof (or if amended or superseded by a filing
prior to the Closing Date, then on the date of such filing), did not, and each of the
registration statements, reports and proxy statements filed by the Company with the SEC
after the date hereof and prior to the Closing will not, as of the date thereof (or if
amended or superseded by a filing after the date of this Agreement, then on the date of
such filing), contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements made therein, in light of the
circumstances under which they were made, not misleading. 






	


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	 	     (2) 
Financial Statements. The Company has provided the Investor with copies of its audited
financial statements (the “Audited Financial Statements”) for the fiscal year
ended January 29, 2000 (the “Balance Sheet Date”). Since the Balance Sheet
Date, the Company has duly filed with the SEC all registration statements, reports and
proxy statements required to be filed by it under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and the Securities Act. The audited financial
statements of the Company included in the SEC Documents filed prior to the date hereof
fairly present, in conformity with generally accepted accounting principles (“GAAP”)
applied on a consistent basis, the financial position of the Company as at the dates
thereof and the results of its operations and cash flows for the periods then ended. 






	 	     (f) 
Full Disclosure. The information contained in this Agreement and the SEC Documents with
respect to the business, operations, assets, results of operations and financial
condition of the Company, and the transactions contemplated by this Agreement, are true
and complete in all material respects and do not omit to state any material fact or facts
necessary in order to make the statements therein, in light of the circumstances under
which they were made, not misleading.






	


     4. 
REPRESENTATIONS, WARRANTIES AND CERTAIN AGREEMENTS OF THE INVESTOR. The Investor hereby
represents and warrants to the Company, and agrees that:  











	 	     (a) 
Authorization. The execution of this Agreement has been duly authorized by all necessary
legal action on the part of the Investor. This Agreement constitutes the Investor’s
legal, valid and binding obligations, enforceable in accordance with their terms, except
(a) as may be limited by (i) applicable bankruptcy, insolvency, reorganization or other
laws of general application relating to or affecting the enforcement of creditors’rights
generally and (ii) the effect of rules of law governing the availability of equitable
remedies and (b) as rights to indemnity or contribution may be limited under federal or
state securities laws or by principles of public policy thereunder. The Investor has full
corporate power and authority to enter into this Agreement.






	 	     (b) 
Purchase for Own Account. The Purchased Shares are being acquired for investment for the
Investor’s own account, not as a nominee or agent, and not with a view to the public
resale or distribution thereof within the meaning of the Securities Act, and the Investor
has no present intention of selling, granting any participation in, or otherwise
distributing the same. The Investor also represents that it has not been formed for the
specific purpose of acquiring the Purchased Shares.






	

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	 	     (c) 
Investment Experience. The Investor understands that the purchase of the Purchased Shares
involves substantial risk. The Investor has experience as an investor in securities of
companies and acknowledges that it is able to fend for itself, can bear the economic risk
of its investment in the Purchased Shares and has such knowledge and experience in
financial or business matters that it is capable of evaluating the merits and risks of
this investment in the Purchased Shares and protecting its own interests in connection
with this investment.






	 	     (d) 
Accredited Investor Status. The Investor is an “accredited investor”within the
meaning of Regulation D promulgated under the Securities Act.






	 	     (e) 
Restricted Securities. The Investor understands that the Purchased Shares to be purchased
by the Investor hereunder are characterized as “restricted securities”under the
Securities Act, inasmuch as they are being acquired from the Company in a transaction not
involving a public offering and that under the Securities Act and applicable regulations
thereunder such securities may be resold without registration under the Securities Act
only in certain limited circumstances. The Investor is familiar with Rule 144 of the SEC,
as presently in effect, and understands the resale limitations imposed thereby and by the
Securities Act and understands that, except as provided in the Investor Rights Agreement
(as defined in section 5(f) hereof), the Company is under no obligation to register any
of the securities sold hereunder.






	 	     (f) 
Legends. The Investor agree that the certificates for the Purchased Shares shall bear the
following legend:






	 	“The
securities represented by this certificate have not been registered under the Securities
Act of 1933 or with any state securities commission, and may not be transferred or
disposed of by the holder in the absence of a registration statement which is effective
under the Securities Act of 1933 and applicable state laws and rules, or, unless,
immediately prior to the time set for transfer, such transfer may be effected without
violation of the Securities Act of 1933 and other applicable state laws and rules.”






	


In addition, the Investor
agree that the Company may place stop transfer orders with its transfer agents
with respect to such certificates. The appropriate portion of the legend and the
stop transfer orders will be removed promptly upon delivery to the Company of
such satisfactory evidence as reasonably may be required by the Company that
such legend or stop orders are not required to ensure compliance with the
Securities Act. 










	 	     (g)
Finder’s Fee. Each Investor neither is nor will be obligated for any finder’s
or broker’s fee or commission in connection with this transaction.






	 	     (h)
Market Stand-Off. The Investor hereby agrees that from the date of the Closing to the
date that is six (6) months after the Closing, the Investor shall not, directly or
indirectly sell, offer to sell, contract to sell (including, without limitation, any
short sale), grant any option to purchase or otherwise transfer or dispose of any of the
Purchased Shares. In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to the Purchased Shares of the Investor (and the
shares or securities of every other person subject to the foregoing restriction) until
the end of such period.






	

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     5. 
CONDITIONS TO THE INVESTOR’S OBLIGATIONS AT CLOSING. The obligations of the Investor
under Sections l and 2 of this Agreement are subject to the fulfillment or waiver, on or
before the Closing, of each of the following conditions: 










	 	     (a) 
Representations and Warranties True. Each of the representations and warranties of the
Company contained in Section 3 shall be true and correct in all material respects on and
as of the date of the Closing, except as set forth in the SEC Documents, with the same
effect as though such representations and warranties had been made as of the Closing.






	 	     (b) 
Performance. The Company shall have performed and complied with all agreements,
obligations and conditions contained in this Agreement that are required to be performed
or complied with by it on or before the Closing and shall have obtained all approvals,
consents and qualifications necessary to complete the purchase and sale described herein.






	 	     (c) 
Securities Exemptions. The offer and sale of the Purchased Shares to the Investor
pursuant to this Agreement shall be exempt from the registration requirements of the
Securities Act and the registration and/or qualification requirements of all applicable
state securities laws.






	 	     (d) 
Proceedings and Documents. All corporate and other proceedings in connection with the
transactions contemplated at the Closing and all documents incident thereto shall be
reasonably satisfactory in form and substance to the Investor, and the Investor shall
have received all such counterpart originals and certified or other copies of such
documents as it may reasonably request.






	 	     (e) 
Nasdaq Requirements. All requirements of the Nasdaq National Market in connection with
the transactions contemplated by this Agreement shall have been complied with by the
Company.






	 	     (f) 
Investor Rights Agreement. The Company will have executed and delivered the Investor
Rights Agreement substantially in the form attached to this Agreement as Exhibit A (the
“Investor Rights Agreement”).






	


     6. 
CONDITIONS TO THE COMPANY’S OBLIGATIONS AT CLOSING. The obligations of the Company
to the Investor under this Agreement are subject to the fulfillment or waiver, on or
before the Closing, of each of the following conditions:  










	 	     (a) 
Representations and Warranties True. The representations and warranties of the Investor
contained in Section 4 shall be true and correct in all material respects on and as of
the date hereof and on and as of the date of the Closing with the same effect as though
such representations and warranties had been made as of the Closing.






	


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	 	     (b) 
Performance. The Investor shall have performed and complied with all agreements,
obligations and conditions contained in this Agreement that are required to be performed
or complied with by it on or before the Closing and shall have obtained all approvals,
consents and qualifications necessary to complete the purchase and sale described herein.






	 	     (c) 
Securities Exemptions. The offer and sale of the Purchased Shares to the Investor
pursuant to this Agreement shall be exempt from the registration requirements of the
Securities Act and the registration and/or qualification requirements of all applicable
state securities laws.






	 	     (d) 
Payment of Purchase Price. The Investor shall have delivered to the Company the Purchase
Price as specified in Section 1(b).






	 	     (e) 
Proceedings and Documents. All corporate and other proceedings in connection with the
transactions contemplated at the Closing and all documents incident thereto will be
reasonably satisfactory in form and substance to the Company and to the Company’s
legal counsel, and the Company will have received all such counterpart originals and
certified or other copies of such documents as it may reasonably request.





	


     10.
MISCELLANEOUS.  










	 	     (a) 
Successors and Assigns. The terms and conditions of this Agreement will inure to the
benefit of and be binding upon the respective successors and permitted assigns of the
parties.






	 	     (b) 
Governing Law. This Agreement will be governed by and construed under the internal laws
of the State of California, without reference to principles of conflict of laws or choice
of laws.






	 	     (c) 
Counterparts. This Agreement may be executed in two or more counterparts, each of which
will be deemed an original, but all of which together will constitute one and the same
instrument.






	 	     (d) 
Headings. The headings and captions used in this Agreement are used for convenience only
and are not to be considered in construing or interpreting this Agreement. All references
in this Agreement to sections, paragraphs, exhibits and schedules will, unless otherwise
provided, refer to sections and paragraphs hereof and exhibits and schedules attached
hereto, all of which exhibits and schedules are incorporated herein by this reference.






	


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	 	     (e) 
Notices. Any notice required or permitted under this Agreement shall be given in writing,
shall be effective when received, and shall in any event be deemed received and
effectively given upon personal delivery to the party to be notified or three (3)
business days after deposit with the United States Post Office, by registered or
certified mail, postage prepaid, or one (1) business day after deposit with a nationally
recognized courier service such as Federal Express for next business day delivery under
circumstances in which such service guarantees next business day delivery, or one (1)
business day after facsimile with copy delivered by registered or certified mail, in any
case, postage prepaid and addressed to the party to be notified at the address indicated
for such party on the signature page hereof or at such other address as the Investor or
the Company may designate by giving at least ten (10) days advance written notice
pursuant to this Section 10(e).






	 	     (f) 
No Finder’s Fees. The Investor will indemnify and hold harmless the Company from any
liability for any commission or compensation in the nature of a finders’or broker’s
fee for which the Investor or any of its officers, partners, employees or consultants, or
representatives is responsible. The Company will indemnify and hold harmless the Investor
from any liability for any commission or compensation in the nature of a finder’s or
broker’s fee for which the Company or any of its officers, employees or consultants
or representatives is responsible.






	 	     (g) 
Amendments and Waivers. This Agreement may be amended and the observance of any term of
this Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company and the
Investor. Any amendment or waiver effected in accordance with this Section 10(g) will be
binding upon the Investor, the Company and their respective successors and assigns.






	 	     (h) 
Severability. If any provision of this Agreement is held to be unenforceable under
applicable law, such provision will be excluded from this Agreement and the balance of
the Agreement will be interpreted as if such provision were so excluded and will be
enforceable in accordance with its terms.






	 	     (i) 
Entire Agreement. This Agreement, together with the Investor Rights Agreement and all
exhibits and schedules hereto and thereto constitutes the entire agreement and
understanding of the parties with respect to the subject matter hereof and supersedes any
and all prior negotiations, correspondence, agreements, understandings, duties or
obligations between the parties with respect to the subject matter hereof.






	 	     (j) 
Further Assurances. From and after the date of this Agreement upon the request of the
Company or the Investor, the Company and the Investor will execute and deliver such
instruments, documents or other writings, and take such other actions, as may be
reasonably necessary or desirable to confirm and carry out and to effectuate fully the
intent and purposes of this Agreement.






	 	     (k) 
Meaning of Include and Including. Whenever in this Agreement the word “include” or
“including” is used, it shall be deemed to mean “include, without limitation” or
“including, without limitation,” as the case may be, and the language following
“include” or “including” shall not be deemed to set forth an exhaustive
list.






	


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	 	     (l) 
Fees, Costs and Expenses. All fees, costs and expenses (including attorneys’ fees and
expenses) incurred by either party hereto in connection with the preparation, negotiation
and execution of this Agreement and the Investor Rights Agreement and the consummation of
the transactions contemplated hereby and thereby (including the costs associated with any
filings with, or compliance with any of the requirements of, any governmental
authorities), shall be the sole and exclusive responsibility of such party.






	 	     (p)
Stock Splits, Dividends and other Similar Events. The provisions of this Agreement
(including the number of shares of Common Stock and other securities described herein)
shall be appropriately adjusted to reflect any stock split, stock dividend,
reorganization or other similar event that may occur with respect to the Company after
the date hereof.






	

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     IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
and year first above written. 










			THE GYMBOREE CORPORATION



By:  
       ——————————————

Name:      Lawrence H. Meyer 
Title:     Chief Financial Officer 






			 Address:  700 Airport Boulevard

                   Burlingame, California 94010
Telephone No.:  (650) 696-7500

Facsimile No.:   (650) 579-1733





			with copies to:


         Wilson Sonsini Goodrich & Rosati

         Attention:  Jeffrey D. Saper

         650 Page Mill Road

         Palo Alto, California  94304-1050

         Telephone No.: (650) 320-4626

         Facsimile No.:  (650) 493-6811






			INVESTOR

[NAME OF INVESTOR]


By:  
     ———————————————

Name
          ——————————————

Title
         —————————————— 






	


{Signature page to The
Gymboree Corporation Common Stock Purchase Agreement}