Exhibit 10.1


 


EXECUTION
COPY


 


SECURITIES PURCHASE AGREEMENT


 


This Securities Purchase
Agreement (this “Agreement ) is entered into on July 29, 2009, by
and among The Children’s Place Retail Stores, Inc., a Delaware corporation
(the “Company”), on the one hand, and Ezra Dabah (“Dabah”) and
each of the additional parties listed on Annex A attached hereto (each,
a “Seller” and, together with Dabah, the “Sellers”), on the other
hand.  The Company and the Sellers are
sometimes hereinafter referred to each individually as a “Party” and
collectively as the “Parties.”


 


WHEREAS, the Sellers own
certain shares of the Common Stock, par value $0.10 per share, of the Company
(“Common Stock”) as set forth on Annex A attached hereto under
the column “Shares Owned as of the Date Hereof;”


 


WHEREAS, the Sellers desire
to sell to the Company, and the Company is willing to purchase from the
Sellers, an aggregate of 2,451,315 shares of Common Stock held by the Sellers
as set forth on Annex A attached hereto under the column “Number of
Shares to be Sold at Closing” (the “Shares”), upon the terms and subject
to the conditions set forth in this Agreement;


 


WHEREAS, the Sellers desire
to have the option to have an aggregate of 2,452,258 shares of Common Stock
held by the Sellers as set forth on Annex A attached hereto under the
column “Registrable Shares,” registered pursuant to the Securities Act of 1933,
as amended, and the rules and regulations promulgated by the Securities
and Exchange Commission thereunder (the “Securities Act”), for sale
pursuant to an underwritten public offering; and


 


WHEREAS, the Company has
received all the necessary consents and approvals of its lenders in order to
execute this agreement and consummate the purchase of the Shares.


 


NOW, THEREFORE, in consideration
of the mutual representations, warranties, covenants and agreements herein
contained, the Parties agree as follows:


 


ARTICLE
I


 


PURCHASE
AND SALE OF SHARES


 


Section 1.1  Purchase
and Sale of Shares.  Upon the terms
and subject to the conditions set forth in this Agreement, the Sellers agree to
sell, grant, convey, assign, transfer and deliver to the Company, and the
Company agrees to purchase and acquire from the Sellers (the “Sale”), at
the Closing (as defined below), all right, title and interest in and to the
Shares, free and clear of any Liens (as defined below).  In consideration for the Sale, at the
Closing, the Company shall pay each Seller an amount in cash equal to $28.88
per share, multiplied by the number of Shares to be sold by such Seller at
Closing (the “Purchase Price”).


 


Section 1.2  Closing.  Subject to the satisfaction of the conditions
set forth in Article IV, the Company and the Sellers shall
consummate the sale of the Shares at a closing (the “Closing”) to take
place at the offices of Weil, Gotshal & Manges LLP, located at 767
Fifth Avenue, New York, New York, on August 3, 2009, at 10:00 a.m.,
New York Time, or at such other time and place or on such other date as the
Sellers and the Company may mutually agree to in writing (such date and time of
Closing being herein collectively referred to as the “Closing Date”).  At the Closing, (i) the Sellers will
deliver or cause to be delivered to the Company the Shares (through book entry
transfer or duly endorsed or accompanied by stock powers duly executed in blank
to the extent the Shares are in certificated form) and (ii) the Company
shall deliver the Purchase Price pursuant to Section 1.1 to the
Sellers by wire transfer of 


 

















 


immediately available funds
to an account designated in writing by the Sellers one (1) Business Day
(as defined below) prior to the Closing Date.


 


ARTICLE
II


 


REPRESENTATIONS
AND WARRANTIES


 


Section 2.1 Sellers’
Representations and Warranties.  The Sellers represent and warrant to the
Company, on a joint and several basis, that the statements contained in this Section 2.1
are true, correct and complete as of the date of this Agreement and will be
true, correct and complete as of the Closing Date (as though made as of the
Closing Date).


 


(a) The
Agreement.  This Agreement has been
duly authorized, executed and delivered by the Sellers.  This Agreement constitutes the legal, valid
and binding obligation of the Sellers, enforceable against the Sellers in
accordance with its terms and conditions. 
Except for filings and notices required under the Exchange Act and
pursuant to customary margin accounts, the Sellers need not give any notice to,
make any filing with, or obtain any authorization, consent or approval of any
person or entity, including, without limitation, any government or governmental
entity or agency, in order to execute and deliver this Agreement or consummate
the transactions contemplated by this Agreement.


 


(b) Ownership
of Shares.  The Sellers hold of
record and/or beneficially own the Shares as set forth on Annex A and,
except for such shares which are pledged pursuant to customary margin accounts,
such shares are free and clear of any mortgage, deed of trust, pledge,
hypothecation, lien, charge, covenant, condition, easement, encumbrance,
option, warrant, claim, demand, interest or any other title defect, charge or
restriction of any kind (each, a “Lien”).  The Sellers will hold of record and/or
beneficially own the Shares as set forth on Annex A, and, as of the
Closing, such shares shall be free and clear of any Liens.  The Sellers are not a party to any option,
warrant, purchase right or other contract or commitment (other than this
Agreement) that could require the Sellers to sell, transfer, or otherwise
dispose of any of the Shares.


 


(c) All
Authorizations Obtained.  The Sellers
have the legal right and power, and all authorizations and approvals required
by law to enter into this Agreement, to sell, transfer and deliver all of the
Shares pursuant to this Agreement and to comply with his other obligations hereunder.


 


(d) Non-Contravention;
No Further Authorizations or Approvals Required.  The execution and delivery by the Sellers of,
and the performance by the Sellers of their obligations under, this Agreement (i) will
not conflict with or constitute a breach of, or default under, with or without
notice or the passage of time, any other agreement or instrument to which any
of the Sellers is a party or by which any of the Sellers are or may be bound or
under which any of the Sellers are or may be entitled to any right or benefit, (ii) will
not result in any violation of any statute, law, regulation, order or decree
applicable to the Sellers of any court, regulatory body, administrative agency,
governmental body, arbitrator or other authority having jurisdiction over any
of the Sellers or their respective properties, except in the case of clauses (i) and
(ii) as would not individually or in the aggregate be reasonably expected
to impair in any material respect the ability of the Sellers to consummate the
transactions contemplated by this Agreement, or (iii) will not result in
the imposition or creation of any Lien upon or with respect to the Shares.  No consent, approval, authorization or other
order of, or registration or filing with, any court or other governmental
authority or agency, is required for the consummation by any of the Sellers of
the transactions contemplated in this Agreement, except such as (A) have
been obtained or made in connection with the Sale and are in full force and
effect and (B) will be obtained or made in connection with the
underwritten offering contemplated in Section 5.2(a) hereof
under the Securities Act, applicable state securities or blue sky laws and from
FINRA and the Nasdaq Stock Market.


 


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(e) No
Further Consents, etc.  No consent,
approval or waiver is required under any instrument or agreement to which any
of the Sellers are a party or by which any of the Sellers are or may be bound
or under which any of the Sellers are or may be entitled to any right or
benefit, in connection with the offering, sale or purchase by the Company of
any of the Shares which may be sold by the Sellers under this Agreement or the
consummation by any of the Sellers of any of the other transactions contemplated
hereby.


 


(f) Brokers.
Except as disclosed on Schedule 2.1(f), the Sellers have no liability to
pay any fees or commissions to any broker, finder, or agent with respect to the
transactions contemplated by this Agreement.


 


(g) Experience
and Information.  Each of the Sellers
has experience as investors in securities of companies and have such knowledge
and experience in financial or business matters to be capable of evaluating the
merits and risks of the Sale pursuant to this Agreement and protecting his, her
or its own interests in connection with such Sale.  The Sellers have had an opportunity to ask
questions and receive answers from the Company regarding the terms and
conditions of the Sale and the business, properties, prospects and financial
condition of the Company and to obtain any additional information requested and
has received and considered all information the Sellers deem relevant to make
an informed decision regarding the Sale.


 


Section 2.2  The Company’s
Representations and Warranties.  The Company represents and warrants to the
Sellers that the statements contained in this Section 2.2 are
correct and complete as of the date of this Agreement and will be correct and
complete as of the Closing Date (as though made as of the Closing Date).


 


(a) The
Agreement.  The Agreement has been
duly authorized, executed and delivered by the Company.  This Agreement constitutes the legal, valid
and binding obligation of the Company, enforceable against the Company in
accordance with its terms and conditions. 
The Company need not give any notice to, make any filing with, or obtain
any authorization, consent, or approval of any person or entity, including,
without limitation, any government or governmental entity or agency in order to
execute and deliver this Agreement or consummate the transactions contemplated
by this Agreement.


 


(b) All
Authorizations Obtained.  The Company
has the legal right and power, and all authorizations and approvals required by
law and under its charter or by-laws or other organizational documents to enter
into this Agreement, to purchase all of the Shares pursuant to this Agreement
and to comply with its other obligations hereunder.


 


(c) 
Non-Contravention; No Further Authorizations or Approvals Required.  The execution and delivery by the Company of,
and the performance by the Company of its obligations under, this Agreement (i) will
not result in any default under, or require the consent of any other party to,
the charter or by-laws or other organizational documents of the Company, (ii) will
not conflict with or constitute a breach of, or default under, with or without
notice or the passage of time, any other agreement or instrument to which the
Company is or may be a party or by which it is or may be bound or under which
it is entitled to any right or benefit and (iii) will not result in any
violation of any statute, law, regulation, order or decree applicable to the
Company of any court, regulatory body, administrative agency, governmental
body, arbitrator or other authority having jurisdiction over the Company or its
properties, except in the case of clauses (ii) and (iii) as would not
individually or in the aggregate be reasonably expected to impair in any
material respect the ability of the Company to consummate the transactions
contemplated by this Agreement.  No
consent, approval, authorization or other order of, or registration or filing
with, any court or other governmental authority or agency, is required for the
consummation by the 


 


3

















 


Company
of the transactions contemplated in this Agreement, except such as (A) have
been obtained or made in connection with the Sale and are in full force and
effect and (B) will be obtained or made in connection with the
underwritten offering contemplated in Section 5.2(a) hereof,
under the Securities Act, applicable state securities or blue sky laws and from
FINRA (as defined below) and the Nasdaq stock market.


 


(d) Brokers’ Fees.  The Company has no liability to pay any fees
or commissions to any broker, finder, or agent with respect to the transactions
contemplated by this Agreement for which the Sellers could become liable or
obligated.


 


ARTICLE
III


 


COVENANTS


 


Section 3.1  Further
Assurances.  The Sellers and the
Company hereby agree to execute and deliver such certificates, instruments and
other documents, and to take all other actions, as may be reasonably requested
by the other Party in order to carry out, evidence or give effect to the
transactions contemplated by this Agreement, including, without limitation, the
Sale.


 


Section 3.2 Expenses. Except as
otherwise expressly provided herein, the Sellers and the Company shall each pay
their own expenses (including, without limitation, legal expenses) incurred in
connection with the transactions contemplated by this Agreement, including,
without limitation, the Sale.


 


Section 3.3  Standstill; Non-Disparagement; Voting.


 


(a)  During the
Standstill Period, the Sellers agree that neither they nor any of their
affiliates, agents, associates or representatives shall, unless specifically
invited in writing by the Company, directly or indirectly, in any manner:


 


(i) acquire, offer or
propose to acquire or agree to acquire, directly or indirectly, alone or in
concert with others, by purchase or otherwise, any direct or indirect
beneficial interest in any voting securities of the Company or direct or
indirect rights, warrants or options to acquire, or securities convertible into
or exchangeable for, any voting securities of the Company (other than the purchase
of Common Stock in connection with the exercise of any outstanding stock
options and the acquisition of Common Stock pursuant to deferred stock awards
held by Dabah as of the date hereof, or by way of stock dividends or other
distributions or offerings made available to holders of Common Stock generally
on a pro rata basis, provided that any such securities so received will
be subject to the provisions of this Section 3.3);


 


(ii) make, or in any
way participate in, directly or indirectly, alone or in concert with others,
any “solicitation” of “proxies” to vote (as such terms are used in the proxy rules of
the Securities and Exchange Commission (the “SEC”) promulgated pursuant
to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)), or seek to advise or influence in any manner whatsoever any Person
with respect to the voting of, any voting securities of the Company;


 


(iii) form, join or in
any way participate in a “group” within the meaning of Section 13(d)(3) of
the Exchange Act with respect to any voting securities of the Company;


 


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(iv) acquire, offer to
acquire or agree to acquire, directly or indirectly, alone or in concert with
others, by purchase, exchange or otherwise, (i) any of the assets,
tangible or intangible, of the Company or any of its affiliates or (ii) direct
or indirect rights, warrants or options to acquire any assets of the Company or
any of its affiliates;


 


(v) arrange, or in any
way participate, directly or indirectly, in any financing for the purchase of
any voting securities of the Company or any securities convertible into or
exchangeable or exercisable for any voting securities or assets of the Company;


 


(vi) otherwise act,
alone or in concert with others, to seek to propose to the Company or any of
its stockholders any merger, business combination, restructuring,
recapitalization or other transaction to or with the Company or otherwise seek,
alone or in concert with others, to control, change or influence the
management, board of directors or policies of the Company or nominate any
person as a director who is not nominated by the then incumbent directors, or
propose any matter to be voted upon by the stockholders of the Company;


 


(vii) take any action that
might result in the Company having to make a public announcement regarding any
of the matters referred to in clauses (i) through (vi) of this Section 3.3(a);
or


 


(viii) request a waiver
from the Company in connection with, or announce an intention to do, or enter
into any arrangement or understanding or discussions with others to do, any of
the actions restricted or prohibited under clauses (i) through (vi) of
this Section 3.3(a).


 


(b) From
and after the date hereof, neither the Sellers nor the Company nor any of its
officers or directors shall make, or cause to be made, any statement or
announcement that relates to and constitutes an ad hominem attack on or
otherwise disparages, the other Party (and, in the case of the Company, its
current or future officers or directors); provided, however, that
this non-disparagement provision shall not in any way prevent the Company or
the Sellers from disclosing any information to their attorneys or in response
to a lawful subpoena or court order requiring disclosure of such information or
otherwise disclosing any information as required by law; provided, further,
that this non-disparagement provision shall not in any way restrict Dabah or
his agents in their statements to other directors of the Company or at meetings
of the Company’s board of directors, during his membership on the board of
directors.


 


(c) The
Sellers shall abstain from voting all shares of Common Stock which they are
entitled to vote at the 2009 Annual Meeting of Stockholders of the Company, or
any adjournments thereof (the “2009 Meeting”), or vote all such shares
in favor of the election of each of the directors nominated by the Company’s
board of directors at the 2009 Meeting; in any case, the Sellers shall be
present at the 2009 Meeting, either in person or by proxy.  The Sellers shall abstain from voting all
shares of Common Stock which they are entitled to vote, or vote all such shares
in opposition, with respect to any proposal (whether by proxy solicitation or
otherwise) that is not recommended by the Board at the 2009 Meeting or any
meeting of stockholders up to and including the 2010 Annual Meeting of
Stockholders, provided the Standstill Period is then in effect.


 


(d) 
“Standstill Period” shall mean twelve (12) months from the date of this
Agreement; provided that if the Offering is not consummated due to the
failure of the Company to comply with any of its material obligations pursuant
to this Agreement, then the Standstill Period shall terminate on the date
specified by Dabah as the date of termination of the Offering.


 


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Section 3.4  Director
Resignations.  On the Closing Date,
Dabah and Stanley Silverstein shall each deliver to the Company their
resignations from the Board of Directors of the Company, effective as of the
Closing Date, in form and substance reasonably acceptable to the Company.


 


Section 3.5  SEC Filings.  The Sellers covenant to timely file a Form 4
and an amendment to Schedule 13D with the SEC reporting the execution of this
Agreement and the consummation of the transactions hereby, each in accordance
with the Exchange Act.


 


Section 3.6 Transfer of
Common Stock.  The Sellers
shall select, in their sole discretion, the particular shares of Common Stock
(including Common Stock received upon the exercise of stock options or the
vesting of deferred stock awards (such stock, “Compensation Stock”))
that will be transferred to the Company in the Sale and the shares that will
constitute Registrable Shares, provided that all Compensation Stock
shall constitute Registrable Shares.  The
Company shall treat the Sellers’ identification of Common Stock as Shares or
Registrable Shares consistently for all purposes.


 


ARTICLE IV


 


CONDITIONS
TO OBLIGATION TO CLOSE


 


Section 4.1  Conditions
to Obligation to Close.  The
obligation of each of the Company and the Sellers to consummate the Sale is
subject to satisfaction of the following conditions at and as of the Closing: (i) with
respect to the obligations of the Company, the representations and warranties
set forth in Section 2.1 above, and with respect to the obligations
of the Sellers, the representations and warranties set forth in Section 2.2
above, shall be true and correct in all material respects at and as of the
Closing Date as if such representations and warranties had been made on and as
of the Closing Date, (ii) there shall not be any injunction, judgment,
order decree or ruling in effect prohibiting or otherwise preventing
consummation of the transactions contemplated under this Agreement, and (iii) with
respect to the obligations of the Company, Dabah and Stanley Silverstein shall
have delivered the resignations described in Section 3.4 to the
Company.


 


ARTICLE V


 


REGISTRATION OF COMMON
STOCK


 


Section 5.1 Certain Defined
Terms.  For purposes of this
Agreement, the following terms shall have the meanings specified in this Section 5.1.


 


“Affiliate” means,
with respect to any Person, any Person who, directly or indirectly through one
or more intermediaries, controls, is controlled by or is under common control
with any Person.


 


“Business Day” means
a day other than a Saturday, Sunday or other day on which commercial banks are
authorized or required to close under the laws of the United States or the
State of New York.


 


“FINRA” means the
Financial Industry Regulatory Authority.


 


“Person” or “person”
means any individual, corporation, partnership, limited liability company,
joint venture, association, joint-stock company, trust, unincorporated
organization or government or other agency or political subdivision thereof.


 


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“register,”
“registered” and “registration” refer to a registration effected
by preparing and filing a registration statement in compliance with the
Securities Act, and the declaration or ordering of the effectiveness of such
registration statement.


 


“Registrable Shares”
means, at any time, the Common Stock of the Company beneficially owned by the
Sellers on the date hereof and shares underlying stock options held by Dabah,
after giving effect to the Sale as provided herein.


 


Section 5.2 Registration.


 


(a) The Company shall
file a Registration Statement on Form S-3 ASR (or other appropriate form
for which the Company is eligible) to effect the registration under the
Securities Act of the Registrable Shares in a firm commitment underwritten
offering (together with related options granted to the underwriter of such
offering, the “Offering”) no earlier than September 8, 2009 and no
later than September 30, 2009 and shall use all commercially reasonable
efforts to cause the same to be declared effective by the SEC as promptly as
reasonably practicable after such filing; provided, however,
that:


 


(i) the
Company shall be permitted to defer the filing (but not the preparation) of the
registration statement for a period of up to 30 days from September 30,
2009 if the Company or any of its Subsidiaries are engaged in confidential
negotiations or other confidential business activities or are otherwise in
possession of material non-public information of the Company, the disclosure of
which would be required in such registration statement (but would not be
required if such registration statement were not filed), and the Board of
Directors of the Company determines in good faith that such disclosure would be
detrimental to the Company and its stockholders (a “Significant Company
Development”).  A deferral of the
filing of a registration statement pursuant to this Section 5.2(a)(i) shall
be lifted, and the registration statement shall be filed forthwith, if, in the
case of a deferral pursuant to the preceding sentence, the negotiations or
other activities are disclosed or terminated or the information is no longer
material or has been publicly disclosed. 
In order to defer the filing of the registration statement the Company
shall promptly (but in any event within ten (10) days), upon determining
to seek such deferral, deliver to the Sellers a certificate signed by an
executive officer of the Company stating that the Company is deferring such
filing pursuant to this Section 5.2(a)(i) and a general
statement of the reason for such deferral and an approximation of the
anticipated delay.  The Company may defer
the filing of the registration statement pursuant to this Section 5.2(a)(i) only
once; and


 


(ii) the
Sellers shall be permitted to require the Company to defer the filing (but not
the preparation) of the registration statement for a period of up to 30 days
from September 30, 2009 if the Sellers so determine in their sole
discretion.  In order to defer the filing
of the registration statement the Sellers shall promptly (but in any event
within ten (10) days), upon determining to seek such deferral, deliver to
the Company a certificate signed by a representative of the Sellers stating
that the Sellers are deferring such filing pursuant to this Section 5.2(a)(ii) and
a general statement of the reason for such deferral and an approximation of the
anticipated delay.  The Sellers may defer
the filing of the registration statement only once.


 


(b) The Company, the underwriters and the
Sellers shall reasonably cooperate to determine the precise date of filing of
the registration statement. The Company shall be entitled to select the
underwriters for the Offering and shall offer Moelis & Company LLC (“Moelis”)
the role of co-manager for the Offering. If Moelis elects to participate in the
Offering, the Company will, and will cause the lead underwriter to, provide
Moelis with full access to all information and data relating to the Offering,
including the “selling book,” and shall allow Moelis to fully participate in
the underwriting process and decision-making for the Offering.


 


7

















 


(c) No Seller may
include securities in the registration statement filed pursuant to the terms of
this Agreement unless such Seller (i) agrees to sell such Seller’s
Registrable Shares on the basis provided in the underwriting arrangements
described herein and (ii) completes and executes all reasonable
questionnaires, powers of attorney, indemnities, underwriting agreements,
custody agreements, and other documents reasonably required under the terms of
such underwriting arrangements.


 


(d) No securities to be sold for the account of
any Person other than the Sellers shall be included in the registration
statement pursuant to the terms of this Agreement.


 


(e) Notwithstanding the foregoing, the Parties
agree that nothing in this Agreement creates any obligation on the part of any
Seller to sell shares in the Offering, and any and all of the Sellers shall have
the right at any time to elect not to sell any Registrable Shares in the
Offering or otherwise and shall have the right to sell any or all of the
Registrable Shares outside of the Offering pursuant to Rule 144 under the
Securities Act, in private transactions or otherwise.


 


Section 5.3 Company
“Lock-up”.  To the
extent required by the managing underwriter of the Offering, the Company in
connection with the Offering, to enter into a “lock-up” agreement on customary
terms and for such duration as shall be agreed between the Company and the
managing underwriter.


 


Section 5.4 Registration
Procedures.  To effect
the registration and the sale of the Registrable Shares in the Offering in
accordance with the terms hereof, and pursuant hereto, the Company will use
commercially reasonable efforts to:


 


(a) prepare and file
with the SEC such amendments, post-effective amendments and supplements to such
registration statement and the prospectus used in connection therewith as may
be necessary to keep such registration statement effective for a sufficient
period of time to consummate the Offering and comply with the provisions of the
Securities Act with respect to the Offering; provided that the Company
will not be required to keep such registration statement effective if the
Offering is not consummated within forty-five (45) days after the initial
effective date of such registration statement;


 


(b) furnish to the
Sellers and the underwriter of the Offering such number of copies of such
registration statement, each amendment and supplement thereto, the prospectus
included in such registration statement (including each preliminary
prospectus), any prospectus supplements, any preliminary prospectus
supplements, any free-writing prospectus, any documents incorporated by reference
therein and such other documents as the Sellers or such underwriter may
reasonably request in order to consummate the Offering;


 


(c) use its
commercially reasonable efforts to register or qualify the Registrable Shares
under the other securities or blue sky laws of the jurisdictions as the
managing underwriter reasonably requests, use its commercially reasonable
efforts to keep each such registration or qualification (or exemption
therefrom) effective for a sufficient period of time to consummate the Offering
and do any and all other acts and things which may be reasonably necessary or
advisable to consummate the Offering in such jurisdictions (provided, however,
that the Company will not be required to (i) qualify generally to do
business in any jurisdiction where it would not otherwise be required to
qualify but for this subparagraph or (ii) consent to general service of
process or become subject to taxation in any such jurisdiction);


 


(d) promptly notify the
Sellers and the underwriter (i) when a prospectus or any prospectus
supplement or post-effective amendment has been filed and, with respect to the
registration statement or any post-effective amendment, when the same has
become effective, (ii) of the issuance by any state securities or other
regulatory authority of any order suspending the qualification or exemption
from qualification of any of the Registrable Shares under state securities or
“blue sky” laws or the initiation of


 


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any proceedings for that purpose and (iii) of
the happening of any event which makes any statement made (A) in a
registration statement untrue or which requires the making of any changes in
such registration statement so that they will not contain any untrue statement
of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading, and (B) in
a prospectus, prospectus supplement or free-writing prospectus untrue or which
requires the making of any changes in such prospectus, prospectus supplement or
free-writing prospectus so that they will not contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements, in the light of the circumstances under which they were made, not
misleading, and, as promptly as practicable thereafter, prepare and file with
the SEC and furnish a supplement or amendment to such prospectus so that, as
thereafter deliverable to the purchasers of such Registrable Shares, such
prospectus will not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading;


 


(e) the Company shall
cooperate with the Sellers, any underwriter, and any of their respective
attorneys, accountants or other agents or representatives to enable them to
perform reasonable and satisfactory due diligence on the Company and its
operations in connection with the Offering;


 


(f) enter into an underwriting agreement
containing representations, warranties, covenants and agreements (including,
without limitation, indemnities), conditions and other terms and conditions as
are reasonable and customary for public offerings of similar size and scope as
the Offering;


 


(g) furnish to the
Sellers a signed counterpart of (i) the opinion letter or opinion letters
of counsel to the Company and (ii) the comfort letter or comfort letters
from the Company’s independent public accountants, delivered to the underwriter
of the Offering, or a letter entitling the Sellers to rely on such opinion
letters or comfort letters as if they were addressed to the Sellers;


 


(h) cause the
Registrable Shares to be listed on each securities exchange, if any, on which
the Company Stock sold in the Offering is then listed;


 


(j) reasonably
cooperate with the Sellers and each underwriter participating in the
disposition of such Registrable Shares and their respective counsel in
connection with any filings required to be made with the FINRA;


 


(k) during the period
when the prospectus is required to be delivered under the Securities Act,
promptly file all documents required to be filed with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act;


 


(l) notify the Sellers
promptly of any request by the SEC for the amending or supplementing of such
registration statement or prospectus or for additional information;


 


(m) prepare and file
with the SEC promptly any amendments or supplements to such registration
statement or prospectus which, in the opinion of counsel for the Company or the
managing underwriter, is required in connection with the Offering;


 


(n) enter into such
agreements as are customary in connection with the Offering; and


 


(o) advise the Sellers,
promptly after it shall receive notice or obtain knowledge thereof, of the
issuance of any stop order by the SEC suspending the effectiveness of such
registration statement or the initiation or threatening of any proceeding for
such purpose and promptly use its best efforts to prevent


 


9

















 


the issuance of any stop order or to obtain its
withdrawal at the earliest possible moment if such stop order should be issued.


 


Section 5.5 Registration
Expenses.  All
expenses incident to the Company’s performance of or compliance with this Article V,
including, without limitation, all registration and filing fees, all fees and
expenses associated with filings required to be made with the FINRA, as may be
required by the rules and regulations of the FINRA, fees and expenses of
compliance with securities or “blue sky” laws, printing expenses (including
expenses of printing certificates for the Registrable Shares in a form eligible
for deposit with Depository Trust Company and of printing prospectuses if the
printing of prospectuses is requested by the underwriter), messenger and
delivery expenses, the Company’s internal expenses (including, without
limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), listing fees, fees and expenses of counsel for the
Company and its independent certified public accountants (including the
expenses of any special audit or “cold comfort” letters required by or incident
to such performance) (all such expenses being herein called “Registration
Expenses”) will be borne by the Company whether or not any registration
statement becomes effective; provided, however, that in no event
shall Registration Expenses include any underwriting discounts, commissions or
fees attributable to the sale of the Registrable Shares or any counsel,
accountants or other persons retained or employed by the Sellers or any taxes
imposed on the Sellers under applicable law with respect to the sale and
delivery of the Registrable Securities in connection with an underwritten
offering, all of which fees and expenses will be the sole responsibility of the
Sellers.


 


ARTICLE VI


 


INDEMNIFICATION


 


Section 6.1            Indemnification.


 


(a)  From and after the
Closing Date, the Company shall indemnify and hold harmless each of the Sellers
and their respective attorneys, advisors, agents, trustees and representatives
(each, a “Seller Indemnified Party” and together the “Seller
Indemnified Parties”) from and against all losses, liabilities, claims,
demands, judgments, damages fines, suits, actions, costs and expenses,
including reasonable attorney’s fees actually imposed on, sustained, incurred
or suffered by, or asserted against the Seller Indemnified Parties (“Losses”)
by any third-party (including through derivative actions and claims against the
Seller Indemnified Parties by the persons identified by Dabah and the Committee
of Concerned Shareholders of The Childrens’ Place (the “Committee”) as
nominees for election to the Company’s Board of Directors at the Company’s 2009
Annual Meeting (the “Nominees”), each member of the Committee and each
of the participants in the Committee’s solicitation of proxies in connection
with the Company’s 2009 Annual Meeting, and each of their respective
affiliates, heirs, executors, administrators, trustees, attorneys, agents,
representatives and advisors, including without limitation, legal, financial,
and public relations advisors and proxy solicitors) arising out of (i) the
execution and delivery of this Agreement or consummation of the transactions
contemplated by this Agreement, except to the extent that such Loss results,
directly or indirectly, from Dabah’s intentional or willful misconduct, (ii) the
proxy solicitation (and all matters related thereto) conducted by the Sellers
in connection with the Company’s 2009 Annual Meeting, or (iii) based upon,
arising out of, related to or resulting from (A) any untrue or alleged
untrue statement of a material fact contained in any registration statement or
any amendment thereof or supplement thereto, or any omission or alleged
omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading or (B) any untrue or alleged untrue
statement of a material fact contained in any prospectus, preliminary
prospectus, free-writing prospectus or any amendment thereof or supplement
thereto, or any omission or alleged omission of a material fact required to be
stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading, except
insofar as any such statements are


 


10

















 


made in reliance upon and in
conformity with information furnished in writing to the Company by the Sellers
for use therein, unless, in the case of clause (iii), to the extent that
indemnification is prohibited as a matter of law.


 


(b)  From and after the
Closing Date, the Sellers shall indemnify the Company and its employees,
advisors, agents, representatives, directors and officers and each Person who
controls the Company (within the meaning of the Securities Act or the Exchange
Act), on a joint and several basis, against any and all Losses resulting from (x) any
untrue statement or alleged untrue statement of a material fact contained in
the registration statement or any amendment thereof or supplement thereto, or
any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading or (y) any
untrue or alleged untrue statement of a material fact contained in any
prospectus, preliminary prospectus, free-writing prospectus or any amendment
thereof or supplement thereto, or any omission or alleged omission of a
material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading, but only to
the extent that such untrue statements or alleged untrue statement or omission
or alleged omission is contained in any information or affidavit so furnished
in writing by any of the Sellers specifically for inclusion in the registration
statement, except to the extent that indemnification is not permitted as a
matter of law; provided, that such liability will be limited to the net
amount received by the Sellers from the sale of Registrable Shares pursuant to
such registration statement.


 


(c)  In connection with
any indemnification provided for in this Section 6.1, the Party
seeking indemnification (the “Indemnitee”) will give the other Party
(for purposes of this section, the “Indemnitor”) prompt written notice
that the Indemnitee has suffered or incurred, or may suffer or incur, any
Losses for which it may be entitled to indemnification under this Section 6.1,
and the facts constituting the basis for, or relating to, such claim and the
projected amount of such Losses (in each case, in reasonable detail) and with
respect to any action made or commenced by a third party for which indemnification
is being sought (a “Third-Party Claim”), such notice will be given no
later than thirty (30) calendar days following receipt by the Indemnitee of
written notice of such Third-Party Claim. The failure by any Indemnitee to so
notify the applicable Indemnitor will not relieve such Indemnitor of any
Liability under this Agreement except to the extent that such failure
prejudices such Indemnitor in any material respect. The Indemnitee will deliver
to the Indemnitor as promptly as practicable, and in any event within five (5) business
days after Indemnitee’s receipt, copies of all notices, court papers and other
documents received by the Indemnitee relating to any Third-Party Claim.


 


(d)  After receipt of a
notice pursuant to Section 6.1(c) with respect to any
Third-Party Claim, the Indemnitor will be entitled, if it so elects, to take
control of the defense and investigation with respect to such Third-Party Claim
and to employ and engage attorneys reasonably satisfactory to the Indemnitee to
handle and defend such claim, at the Indemnitor’s cost, risk and expense, upon
written notice to the Indemnitee of such election.  The Indemnitor will not settle any
Third-Party Claim that is the subject of indemnification without the written
consent of the Indemnitee, which consent will not be unreasonably withheld,
conditioned or delayed; provided, however, that, after reasonable
notice, the Indemnitor may settle a claim without the Indemnitee’s consent if
such settlement (i) makes no admission or acknowledgment of liability or
culpability with respect to the Indemnitee and (ii) includes a complete
release of the Indemnitee. The Indemnitee will cooperate in all reasonable
respects with the Indemnitor and its attorneys in the investigation, defense,
trial and settlement of any lawsuit or action with respect to such claim and
any appeal arising therefrom (including the filing in the Indemnitee’s name of
appropriate cross-claims and counterclaims). 
The Indemnitee may, at its own cost, participate in any investigation,
trial and defense of any Third-Party Claim controlled by the Indemnitor and any
appeal arising therefrom, including participating in the process with respect
to the potential settlement or compromise thereof.  If  the
Indemnitee has been advised by counsel that there may be one or more legal
defenses available to the Indemnitee that conflict with those available to, or
that are not available to, the Indemnitor (“Separate Legal Defenses”),
or that there may be actual or potential differing or conflicting interests
between the Indemnitor and the Indemnitee in the conduct of the defense of such
Third-Party Claim, the Indemnitee 


 


11

















 


will have the right, at the
expense of the Indemnitor, to engage separate counsel reasonably acceptable to
the Indemnitor, and the Indemnitor will not have the right to control the
defense or investigation of such Separate Legal Defenses available to such
Indemnitee.  If, pursuant to the
preceding sentence, the Indemnitee is entitled to separate legal counsel at the
expense of the Company, the Company shall advance all expenses incurred by the
Indemnitee in defense of or settlement of any claim that may be subject to a
right of indemnification hereunder within 30 days after the receipt by the
Company of a statement or statements by the Indemnitee requesting such advance
or advances from time to time, whether prior to or after the final disposition
of the claim.  If the Company is the
Indemnitor, the Company shall not be required to advance or pay the fees and
expenses of more than one counsel (plus appropriate local counsel) for the
Sellers.  If the Sellers are the
Indemnitor, the Sellers shall not be required to advance or pay the fees and
expenses of more than one counsel (plus appropriate local counsel) for all
Indemnitees.


 


(e)  If, after receipt
of a notice pursuant to Section 6.1(c), the Indemnitor does not
undertake to defend any such claim within thirty (30) days of receipt of such
notice, the Indemnitee may, but will have no obligation to, contest any lawsuit
or action with respect to such claim, and the Indemnitor will be bound by the
result obtained with respect thereto by the Indemnitee. The Indemnitee may not
settle any lawsuit or action with respect to which the Indemnitee is entitled
to indemnification hereunder without the consent of the Indemnitor, which
consent will not be unreasonably withheld, conditioned or delayed.


 


(f) The indemnification provided for under this
Agreement will remain in full force and effect regardless of any investigation
made by or on behalf of the Indemnitee or any officer, director or controlling
Person of such Indemnitee and will survive the transfer of securities.


 


(g) The right of the Sellers to the
indemnification provided herein shall be cumulative of, and in addition to, any
and all rights to which the Sellers may otherwise be entitled by contract or as
a matter of law or equity and shall extend to such Sellers’ successors, assigns
and legal representatives.  The Company
hereby covenants and agrees that it will not amend, modify or terminate or seek
to amend, modify or terminate any of the provisions of any of the
organizational documents or agreements of the Company in effect as of the date
hereof in any manner that limits the right to indemnification to which the
Sellers would otherwise be entitled thereunder, including, without limitation,
under Article Twelve of the Amended and Restated Certificate of
Incorporation of the Company, dated July 29, 2008 (the “Certificate of
Incorporation”) and Article VI of the Fourth Amended and Restated
Bylaws of the Company (the “Bylaws”).


 


ARTICLE VII


 


MISCELLANEOUS


 


Section 7.1  Mutual
Releases.


 


(a) Each Seller does
hereby expressly fully release and forever discharge the Company, its
subsidiaries, affiliates, successors and assigns, its and their respective
current and former officers, directors, employees and agents and each of its
and their respective successors and assigns (each individually, a “Company
Released Party”) from any and all rights, claims, causes of action,
warranties, demands, debts, obligations, liabilities, costs, attorneys’ fees,
expenses, suits, losses, and causes of action (“Claims”) of any kind or
nature whatsoever whether asserted or unasserted, that such Seller has had,
could have had or may have had against a Company Released Party from the
beginning of time to the date of this Agreement.  The Sellers hereby irrevocably covenant to
refrain from asserting any claim or demand, or commencing, instituting or
causing to be commenced, any proceeding of any kind against any Company
Released Party based upon any such Claim. 
Notwithstanding the foregoing, Dabah is not releasing the Company from
any of the Company’s obligations owed to Mr. Dabah under the Amended 


 


12

















 


and Restated Employment
Agreement between the Company and Dabah, dated as of May 12, 2006 (the “Employment
Agreement”), the Letter Agreement between the Company and Dabah, dated April 8,
2008, the Indemnity Agreement between Dabah and the Company, dated as of June 27,
2008, any of the Company’s employee benefit plans in which Dabah participates
or is a beneficiary, any directors’ and officers’ insurance maintained by the
Company, the Certificate of Incorporation or the Bylaws, and nothing herein
shall limit the Sellers’ right to enforce the terms of this Agreement.


 


(b) The Company, for
itself and on behalf of each Company Released Party, does hereby expressly
fully release and forever discharge each of the Sellers (each individually, a “Seller
Released Party”) from any and all Claims of any kind or nature whatsoever
whether asserted or unasserted, that each Company Released Party has had, could
have had or may have had against each Seller Released Party from the beginning
of time to the date of this Agreement. 
The Company, on behalf of itself and the Company Released Parties,
hereby irrevocably covenants to refrain from asserting any claim or demand, or
commencing, instituting or causing to be commenced, any proceeding of any kind
against the Sellers based upon any such Claim.


 


(c) The parties hereto
hereby acknowledge and agree that the Company Released Parties and the  Seller Released Parties are intended third
party beneficiaries of the provisions of this Section 7.1 and may
take any and all action to enforce the obligations and agreements of the
releasing parties set forth herein.


 


(d) The
Company agrees that it will exchange a mutual release in the form annexed
hereto as Schedule 7.1(d) with each Nominee, each member of the
Committee and each participant in the Committee’s solicitation of proxies in
connection with the Company’s 2009 Annual Meeting who provides such a release
to the Company within twenty-one (21) days of the date hereof.


 


Section 7.2  Public
Announcements.  Each Party
shall consult with the other before issuing any press release or making any
public announcement or statement with respect to this Agreement or the other
Party and shall not issue any such press release or make any such public
announcement or statement without the prior written consent of the other Party
with respect to the substance (but not the exact language) of such press
release, announcement or statement, which consent shall not be unreasonably
withheld, delayed or conditioned; provided, however, that the Company
may, without the prior consent of the other Party hereto, issue any such press
release or make any such public announcement or statement as may be required by
law or the rules and regulations of the Nasdaq if the Company first
notifies and (if practicable) consults with the Sellers regarding the timing
and substance of such press release or public announcement or statement, and
the Sellers may, without the prior consent of the other Parties hereto, make
any filings as may be required by the federal securities laws if the Sellers
first notify and (if practicable) consults with the Company regarding the
timing and substance of such filing.


 


Section 7.3  Entire
Agreement; Amendment.  This
Agreement constitutes the entire agreement among the Parties and supersedes any
prior understandings, agreements, or representations by or among the Parties,
written or oral, to the extent they relate in any way to the subject matter
hereof; provided, that nothing set forth herein shall have any effect on
the outstanding obligations of the Parties set forth in that certain Amended
and Restated Employment Agreement, dated as of May 12, 2006, between the
Parties. Neither this Agreement nor any provision hereof may be amended,
changed or waived other than by a written instrument signed by the Party
against who enforcement of any such amendment, change or waiver is sought.


 


Section 7.4  Notices. All demands,
notices, requests, consents, and communications hereunder shall be in writing
and shall be deemed to have been duly given if delivered personally or by
courier service, messenger, facsimile or, if duly deposited in the mails, by
certified or registered mail, postage prepaid-return receipt requested, and
shall be deemed to have been duly given or made: (a) upon delivery, 


 


13

















 


if delivered personally or
by courier service or messenger, in each case with record of receipt; (b) upon
transmission with confirmed delivery, if sent by facsimile or telecopy; or (c) when
received after being sent by certified or registered mail, postage pre-paid,
return receipt requested, to the following addresses or such other addresses as
may be furnished hereafter by notice in writing, to the following parties:


 


	
  If
  to the Company:

  
	
   

  
	
  The
  Children’s Place Retail Stores, Inc.

  
	
  915
  Secaucus Road

  
	
  Secaucus,
  New Jersey 07094

  
	
  Attn: Chuck
  Crovitz, Chief Executive Officer

  
	
   

  
	
  With
  a copy (which shall not constitute notice) to:

  
	
   

  
	
  Weil,
  Gotshal and Manges LLP 

  767 Fifth Ave. 

  New York, New York 10153 

  Fax: 212-310-8007 

  Attn: Michael J. Aiello, Esq.

  
	
   

  
	
  If
  to the Sellers:

  
	
   

  
	
  Ezra
  Dabah

  
	
  120
  Central Park South

  
	
  New
  York, New York 10019

  
	
   

  
	
  With
  a copy (which shall not constitute notice) to:

  
	
  Cadwalader,
  Wickersham & Taft LLP 

  One World Financial Center 

  New York, New York 10281 

  Fax: 212-504-6666 

  Attn: Dennis J. Block, Esq.

  



 


Section 7.5 Succession and
Assignment.  This
Agreement shall be binding upon and inure to the benefit of the Parties named
herein and their respective successors (including heirs, executors and
administrators) and permitted assigns. 
No Party may assign either this Agreement or any of his, her, or its
rights, interests, or obligations hereunder without the prior written approval
of the other Party; provided, however, that the Company may (i) assign
any or all of its rights and interests hereunder to one or more of its
wholly-owned subsidiaries and (ii) designate one or more of its
wholly-owned subsidiaries to perform its obligations hereunder (in any or all
of which cases the Company nonetheless shall remain responsible for the
performance of all of its obligations hereunder).  This Agreement shall not confer any rights or
remedies upon any Person other than the Parties and their respective successors
(including heirs, executors and administrators) and permitted assigns, except
as specifically provided in Article VI and Article VII hereof.


 


Section 7.6  Counterparts.  This Agreement may be executed in one or more
counterparts (including by means of facsimile), each of which shall be deemed
an original but all of which together shall constitute one and the same
instrument.


 


14

















 


Section 7.7  Governing Law.  This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of New York without
giving effect to any choice or conflict of law provision or rule (whether
of the State of New York or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of New York.


 


Section 7.8  Additional Sales.  It is understood and agreed that Yaacov
Dabah, Eva Yagoda or Renee Dabah & Eva Yagoda co-tteee Trust fbo
Moshe, Chana, Yaacov Dabah u/a dtd 11/01/1998 will be entitled to sell 17,280
shares of Common Stock held by them in the Offering, in which case they will
execute joinders to this Agreement.


 


* * * *


 


[Remainder
of Page Intentionally Left Blank]


 


15
















 


IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date
first above written.


 


	
   

  	
  THE CHILDREN’S PLACE
  RETAIL STORES, INC.

  
	
   

  	
   

  
	
   

  	
  

  
	
   

  	
  Name: Charles Crovitz

  
	
   

  	
  Title: Interim Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EZRA DABAH

  
	
   

  	
  

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RENEE DABAH

  
	
   

  	
  

  
	
   

  	
   

  
	
   

  	
  R
  SILVERSTEIN & R DABAH CO-TTEE EVA DABAH TRUST U/A DTD 02/02/1997

  
	
   

  	
   

  
	
   

  	
  

  
	
   

  	
  Name: Raine Silverstein

  
	
   

  	
  Title: Co-Trustee

  
	
   

  	
   

  
	
   

  	
  

  
	
   

  	
  Name: Renee Dabah

  
	
   

  	
  Title: Co-Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  R
  SILVERSTEIN & R DABAH CO-TTEE JOIA DABAH TRUST U/A DTD 02/02/1997

  
	
   

  	
   

  
	
   

  	
  

  
	
   

  	
  Name: Raine Silverstein

  
	
   

  	
  Title: Co-Trustee

  
	
   

  	
   

  
	
   

  	
  

  
	
   

  	
  Name: Renee Dabah

  
	
   

  	
  Title: Co-Trustee

  



 

















 


	
   

  	
  R
  SILVERSTEIN & R DABAH CO-TTEE MOSHE DABAH TRUST U/A DTD 02/02/1997

  
	
   

  	
   

  
	
   

  	
  

  
	
   

  	
  Name: Raine Silverstein

  
	
   

  	
  Title: Co-Trustee

  
	
   

  	
   

  
	
   

  	
  

  
	
   

  	
  Name: Renee Dabah

  
	
   

  	
  Title: Co-Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  R
  SILVERSTEIN & R DABAH CO-TTEE CHANA DABAH TRUST U/A DTD 02/02/1997

  
	
   

  	
   

  
	
   

  	
  

  
	
   

  	
  Name: Raine Silverstein

  
	
   

  	
  Title: Co-Trustee

  
	
   

  	
   

  
	
   

  	
  

  
	
   

  	
  Name: Renee Dabah

  
	
   

  	
  Title: Co-Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  R
  SILVERSTEIN & R DABAH CO-TTEE YAACOV DABAH TRUST U/A DTD 02/02/1997

  
	
   

  	
   

  
	
   

  	
  

  
	
   

  	
  Name: Raine Silverstein

  
	
   

  	
  Title: Co-Trustee

  
	
   

  	
   

  
	
   

  	
  

  
	
   

  	
  Name: Raine Dabah

  
	
   

  	
  Title: Co-Trustee

  



 

















 


	
   

  	
  RENEE DABAH &
  JOIA DABAH CO-TTEE MORDECHAI YAACOV YAGODA TRUST U/A DTD 08/06/2002

  
	
   

  	
   

  
	
   

  	
  

  
	
   

  	
  Name: Renee Dabah

  
	
   

  	
  Title: Co-Trustee

  
	
   

  	
   

  
	
   

  	
  

  
	
   

  	
  Name: Joia Dabah Kazam

  
	
   

  	
  Title: Co-Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JOIA KAZAM &
  RENEE DABAH CO-TTEE RACHEL CHANA YAGODA TRUST U/A DTD 08/06/2002

  
	
   

  	
   

  
	
   

  	
  

  
	
   

  	
  Name: Joia Dabah Kazam

  
	
   

  	
  Title: Co-Trustee

  
	
   

  	
   

  
	
   

  	
  

  
	
   

  	
  Name: Renee Dabah

  
	
   

  	
  Title: Co-Trustee

  



 

















 


	
   

  	
  RENEE DABAH &
  JOIA DABAH CO-TTEE YAEL BRACHA YAGODA TRUST U/A DTD 9/12/2003

  
	
   

  	
   

  
	
   

  	
  

  
	
   

  	
  Name: Renee Dabah

  
	
   

  	
  Title: Co-Trustee

  
	
   

  	
   

  
	
   

  	
  

  
	
   

  	
  Name: Joia Dabah Kazam

  
	
   

  	
  Title: Co-Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RAINE SILVERSTEIN TTEE
  RENEE DABAH TTEE FBO EVA DABAH U/A DTD 02/02/1997

  
	
   

  	
   

  
	
   

  	
  

  
	
   

  	
  Name: Raine Silverstein

  
	
   

  	
  Title: Co-Trustee

  
	
   

  	
   

  
	
   

  	
  

  
	
   

  	
  Name: Renee Dabah

  
	
   

  	
  Title: Co-Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RAINE SILVERSTEIN TTEE
  RENEE DABAH TTEE FBO JOIA DABAH U/A DTD 02/02/1997

  
	
   

  	
   

  
	
   

  	
  

  
	
   

  	
  Name: Raine Silverstein

  
	
   

  	
  Title: Co-Trustee

  
	
   

  	
   

  
	
   

  	
  

  
	
   

  	
  Name: Renee Dabah

  
	
   

  	
  Title: Co-Trustee

  



 

















 


	
   

  	
  RAINE SILVERSTEIN TTEE
  RENEE DABAH TTEE FBO MOSHE DABAH U/A DTD 02/02/1997

  
	
   

  	
   

  
	
   

  	
  

  
	
   

  	
  Name: Raine Silverstein

  
	
   

  	
  Title: Co-Trustee

  
	
   

  	
   

  
	
   

  	
  

  
	
   

  	
  Name: Renee Dabah

  
	
   

  	
  Title: Co-Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RAINE SILVERSTEIN TTEE
  RENEE DABAH TTEE FBO CHANA DABAH U/A DTD 02/02/1997

  
	
   

  	
   

  
	
   

  	
  

  
	
   

  	
  Name: Raine Silverstein

  
	
   

  	
  Title: Co-Trustee

  
	
   

  	
   

  
	
   

  	
  

  
	
   

  	
  Name: Renee Dabah

  
	
   

  	
  Title: Co-Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RAINE SILVERSTEIN TTEE
  RENEE DABAH TTEE FBO YAACOV DABAH U/A DTD 02/02/1997

  
	
   

  	
   

  
	
   

  	
  

  
	
   

  	
  Name: Raine Silverstein

  
	
   

  	
  Title: Co-Trustee

  
	
   

  	
   

  
	
   

  	
  

  
	
   

  	
  Name: Renee Dabah

  
	
   

  	
  Title: Co-Trustee