{"id":43944,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stockholders-agreement-anntaylor-stores-corp-cygne-designs.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stockholders-agreement-anntaylor-stores-corp-cygne-designs","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/stockholders-agreement-anntaylor-stores-corp-cygne-designs.html","title":{"rendered":"Stockholders Agreement &#8211; AnnTaylor Stores Corp., Cygne Designs Inc. and Cygne Group (F.E.) Ltd."},"content":{"rendered":"<pre>                                      STOCKHOLDERS AGREEMENT\n                   ----------------------\n\n          STOCKHOLDERS AGREEMENT, dated as of September\n20, 1996 (the 'Agreement'), among AnnTaylor Stores\nCorporation, a Delaware corporation (the 'Company'),\nCygne Designs, Inc., a Delaware corporation ('Cygne'),\nand Cygne Group ( F.E.) Limited, a Hong Kong corporation\nand wholly owned subsidiary of Cygne ('CGFE' and,\ntogether with Cygne, 'Holder').\n\n          WHEREAS, pursuant to that certain Stock and\nAsset Purchase Agreement, dated as of June 7, 1996 (the\n'Purchase Agreement'), as amended as of August 27, 1996,\nthe Company has acquired (the 'Acquisition') from Holder\n(i) all of the shares of common stock, par value $.01 per\nshare, of  CAT US, Inc., a Delaware corporation, and all\nof the HK $1 ordinary shares of C.A.T. (Far East) Limited, \na Hong Kong corporation, owned by Holder and (ii)\ncertain of the assets of Cygne's AnnTaylor Woven Division;\n          \n          \n          WHEREAS, in consideration for the Acquisition,\nthe Company has, among other things, issued to Holder\n2,348,145 shares of common stock, par value $.0068 per\nshare (the 'Common Stock'), of the Company (the shares of\nCommon Stock issued to Holder in consideration for the\nAcquisition are hereinafter referred to as the\n'Acquisition Shares'); and\n\n          WHEREAS, the Company and Holder have determined\nthat it is in their best interests that certain aspects\nof their relationship be regulated according to the terms\nand provisions of this Agreement.\n\n          NOW, THEREFORE, in consideration of the mutual\ncovenants and agreements set forth herein and for good\nand valuable consideration, the receipt and sufficiency\nof which are hereby acknowledged, the parties agree as\nfollows:\n==================================================================\nPage 2\n\n                       ARTICLE I\n                  CERTAIN DEFINITIONS\n\nSection 1.01  Definitions.\n          As used in this Agreement, the following terms\nshall have the following meanings:\n          \n          \n          The term 'Acquisition' shall have the meaning\n                    -----------\nascribed to it in the second paragraph of the preamble.\n          \n          \n          The term 'Acquisition Shares' shall have the\n                    ------------------\nmeaning ascribed to it in the third paragraph of the\npreamble.\n\n          The term 'Affiliate' shall have the meaning\n                    ---------\nascribed to it in Rule 12b-2 of the General Rules and\nRegulations under the Exchange Act.\n\n          The term 'Agreement' shall have the meaning\n                    ---------\nascribed to it in the first paragraph of the preamble.\n\n          The term 'Common Stock' shall have the meaning\n                    ------------\nascribed to it in the third paragraph of the preamble.\n\n          The term 'Company' shall have the meaning\n                    -------\nascribed to it in the first paragraph of the preamble.\n          \n          \n          The term 'Company Offering' shall mean the sale\n                    ----------------\nof equity securities of the Company, or securities\nconvertible into or exchangeable or exercisable for\nequity securities of the Company, pursuant to a registration \nstatement filed by the Company under the Securities\nAct (other than (i) a registration statement filed on\nForm S-4 or any successor form or (ii) a registration\nstatement filed on Form S-8 or any successor form)\nrespecting an underwritten offering, whether primary or\nsecondary, that is declared effective by the SEC.\n\n          The term 'Company Subsidiary' shall mean any\n                    ------------------\nPerson the majority of the outstanding voting securities\nor interests of which are owned by the Company, and shall\ninclude AnnTaylor Stores Corporation Finance Trust.\n\n          The term 'Effective Date' shall have the\n                    --------------\nmeaning ascribed to it in Section 2.02.\n==================================================================\nPage 3\n          \n          The term 'Exchange Act' shall mean the Securities \n                    ------------\nExchange Act of 1934, as amended, and the rules and\nregulations of the SEC promulgated thereunder.\n          \n          \n          The term 'Holder' shall have the meaning\n                    ------\nascribed to it in the first paragraph of the preamble.\n          \n          \n          The term 'Losses' shall have the meaning ascribed \n                    ------\nto it in Section 2.06(a).\n         \n          \n          The term 'Person' shall mean an individual,\n                    ------\ntrustee, corporation, partnership, business trust,\nlimited liability company, limited liability partnership,\njoint stock company, trust, unincorporated association,\nunion, business association, firm or other entity.\n\n          The term 'Purchase Agreement' shall have the\n                    ------------------\nmeaning ascribed to it in the second paragraph of the\npreamble.\n\n          The term 'Registration Expenses' shall have the\n                    ---------------------\nmeaning ascribed to it in Section 2.05.\n          \n          \n          The term 'Rule 144' shall mean Rule 144\n                    --------\npromulgated under the Securities Act (or any successor\nrule).\n\n          The term 'Rule 415 Offering' shall have the\n                    -----------------\nmeaning ascribed to it in Section 2.01(a).\n          \n          \n          The term 'SEC' shall mean the Securities and Ex\n                    ---\nchange Commission.\n          \n          \n          The term 'Securities Act' shall mean the Securities \n                    --------------\nAct of 1933, as amended, and the rules and regulations of the \nSEC promulgated thereunder.\n          \n          \n          The term 'Shelf Registration Statement' shall\n                    ----------------------------\nhave the meaning ascribed to it in Section 2.01(a).\n          \n          \n          The term 'Transfer' shall mean any attempt to,\n                    --------\ndirectly or indirectly, offer, sell, assign, transfer,\ngrant a participation in, pledge or otherwise dispose of\nany of the Acquisition Shares, or the consummation of any\n===============================================================\nPage 4\n\nsuch transactions, or the soliciting of any offers to\npurchase or otherwise acquire, or take a pledge of any of\nthe Acquisition Shares.\n\n\n                       ARTICLE II\n                 REQUIRED REGISTRATION\n\nSection 2.01  Required Registration.\n          \n          \n          (a)  Form S-3.  As promptly as practicable, but\nin no event later than fifteen (15) business days after\nthe date on which the Acquisition closes, the Company\nshall use reasonable best efforts to prepare and file\nwith the SEC a registration statement (the 'Shelf\nRegistration Statement') on Form S-3 or another appropriate \nform permitting registration of the Acquisition\nShares so as to permit promptly the resale of the\nAcquisition Shares by Holder pursuant to an offering on a\ndelayed or continuous basis pursuant to Rule 415 (or any\nsuccessor rule) under the Securities Act (a 'Rule 415\nOffering') and shall use reasonable best efforts to cause\nthe Shelf Registration Statement to be declared effective\nby the SEC as promptly as practicable.\n\n          \n          (b)  Effectiveness.  The Company shall use\nreasonable best efforts to keep the Shelf Registration\nStatement continuously effective under the Securities Act\nuntil the date that is the earliest to occur of (i) the\ndate that all Acquisition Shares covered by the Shelf\nRegistration Statement have been sold, (ii) the third\nanniversary of the date hereof and (iii) when, in the\nwritten opinion of counsel to the Company, all\noutstanding Acquisition Shares held by persons which are\nnot Affiliates of the Company may be resold without\nregistration under the Securities Act pursuant to Rule\n144(k) under the Act or any successor provision thereto.\n\n\n          (c)  Amendments\/Supplements.  The Company shall\namend and supplement the Shelf Registration Statement and\nthe prospectus contained therein if required by the\nrules, regulations or instructions applicable to the\nregistration form used by the Company for such Shelf\nRegistration Statement or if required by the Securities\nAct; provided, however, that the Company may delay the\nfiling of any such amendment or supplement for up to 90\ndays if the Company in good faith has a valid business\nreason for such delay.\n\n\n          (d)  Offerings.  At any time after the effective \ndate of the Shelf Registration Statement, Holder, subject to the \n====================================================================\nPage 5\n\nrestrictions and conditions contained herein, and to compliance which \nall applicable state and federal securities laws, shall have the \nright to dispose of all or any portion of the Acquisition Shares \nfrom time to time in negotiated or market transactions (which may\ninclude delivery to class action plaintiffs or a\ndistribution to Holder's stockholders).\n\n\nSection 2.02   Holdback Agreement.\n          \n           From and after the first anniversary of the\ndate on which the Shelf Registration Statement is\ndeclared effective by the SEC (the 'Effective Date'),\nupon the request of the Company, Holder shall not effect\nany public sale or distribution (including sales pursuant\nto Rule 144) of Acquisition Shares, during the ten (10)-day \nperiod prior to the date on which the Company has\nnotified Holder that the Company intends to commence a\nCompany Offering through the filing of a registration\nstatement with the Securities and Exchange Commission,\nthrough the one hundred twenty (120)-day period immediately \nfollowing the closing date of such Company Offering; provided, \n                                                     --------\nhowever, that Holder shall not be obligated to comply with this \n-------\nSection 2.02 on more than one (1) occasion in any twelve \n(12)-month period.\n\n\nSection 2.03   Blackout Provisions.\n          The Company shall be deemed not to have used\nits reasonable best efforts to keep the Shelf\nRegistration Statement effective during the requisite\nperiod if the Company voluntarily takes any action that\nwould result in Holder not being able to offer and sell\nany Acquisition Shares during that period, unless (i)\nsuch action is required by applicable law, (ii) upon the\noccurrence of any event contemplated by Section\n2.04(a)(8)  below, such action is taken by the Company in\ngood faith and for valid business reasons or (iii) the\ncontinued effectiveness of the Shelf Registration Statement \nwould require the Company to disclose a material\nfinancing, acquisition or other corporate development,\nand the proper officers of the Company shall have\ndetermined in good faith that such disclosure is not in\nthe best interests of the Company and its stockholders,\nand, in the case of clause (ii) above, the Company\nthereafter promptly comply with the requirements of\nSection 2.04(a)(8) below; provided that the Company takes\nthe same action in respect of the Shelf Registration\nStatement filed pursuant to that certain Registration\nRights Agreement, dated as of April 25, 1996, between the\nCompany and the Initial Purchasers named therein.\n===================================================================\nPage 6\n\nSection 2.04   Registration Procedures.\n          (a)  Procedures.  In connection with the\nregistration of the Acquisition Shares pursuant to this\nAgreement, the Company shall use reasonable best efforts\nto effect the registration and sale of the Acquisition\nShares in accordance with Holder's intended method of\ndisposition thereof and, in connection therewith, the\nCompany shall as expeditiously as practicable:\n\n               (1)  prepare and file with the SEC\n     \n     the Shelf Registration Statement and use\n     \n     reasonable best efforts to cause the Shelf\n     \n     Registration Statement to become and remain\n     \n     effective in accordance with Section 2.01(a)\n     \n     and (b) above;\n\n               (2)  prepare and file with the SEC\n     \n     amendments and supplements to the Shelf \n     \n     Registration Statement and the prospectuses used in\n     \n     connection therewith in accordance with Section\n     \n     2.01(c) above;\n\n               (3)  before filing with the SEC the\n     \n     Shelf Registration Statement or prospectus or\n     \n     any amendments or supplements thereto, the\n     \n     Company shall furnish to one counsel selected\n     \n     by Holder and one counsel for the underwriter\n     \n     or sales or placement agent, if any, in connection \n     \n     therewith, drafts of all such documents\n     \n     proposed to be filed and provide such counsel\n     \n     with a reasonable opportunity for review\n     \n     thereof and comment thereon, such review to be\n     \n     conducted and such comments to be delivered\n     \n     with reasonable promptness;\n               \n               \n               (4)  promptly (i) notify Holder of\n     \n     each of (x) the filing and effectiveness of the\n     \n     Shelf Registration Statement and each prospectus\n     \n     and any amendments or supplements thereto,\n     \n     (y) the receipt of any comments from the SEC or\n     \n     any state securities law authorities or any\n     \n     other governmental authorities with respect to\n     \n     any such Shelf Registration Statement or\n     \n     prospectus or any amendments or supplements\n     \n     thereto, and (z) any oral or written stop order\n     \n     with respect to such registration, any\n     \n     suspension of the registration or qualification\n     \n     of the sale of the Acquisition Shares in any\n     \n     jurisdiction or any initiation or threatening\n     \n     of any proceedings with respect to any of the\n     \n     foregoing and (ii) use reasonable best efforts\n     \n     to obtain the withdrawal of any order suspending\n==================================================================\nPage 7\n\n     \n     the registration or qualification (or the\n     \n     effectiveness thereof) or suspending or\n     \n     preventing the use of any related prospectus in\n     \n     any jurisdiction with respect thereto;\n               \n               \n               \n               (5)  furnish to Holder, the underwriters \n               \n     or the sales or placement agent, if\n     \n     any, and one counsel for each of the foregoing,\n     \n     a conformed copy of the Shelf Registration\n     \n     Statement and each amendment and supplement\n     \n     thereto (in each case, including all exhibits\n     \n     thereto) and such additional number of copies\n     \n     of such Shelf Registration Statement, each\n     \n     amendment and supplement thereto (in such case,\n     \n     without such exhibits), the prospectus (including \n     \n     each preliminary prospectus) included in\n     \n     such Shelf Registration Statement and\n     \n     prospectus supplements and all exhibits thereto\n     \n     and such other documents as Holder,\n     \n     underwriter, agent or such counsel may reasonably \n     \n     request in order to facilitate the disposition \n     \n     of the Acquisition Shares by Holder;\n\n               (6)  if requested by Holder or the\n     \n     managing underwriter or underwriters of a Rule\n     \n     415 Offering, subject to approval of counsel to\n     \n     the Company in its reasonable judgment, promptly\n     \n     incorporate in a prospectus, supplement or\n     \n     post-effective amendment to the Shelf\n     \n     Registration Statement such information concerning\n     \n     underwriters and the plan of distribution\n     \n     of the Acquisition Shares as such managing\n     \n     underwriter or underwriters or Holder reasonably \n     \n     shall furnish to the Company in writing\n     \n     and request be included therein, including,\n     \n     without limitation, information with respect to\n     \n     the number of Acquisition Shares being sold by\n     \n     Holder to such underwriter or underwriters, the\n     \n     purchase price being paid therefor by such\n     \n     underwriter or underwriters and with respect to\n     \n     any other terms of the underwritten offering of\n     \n     the Acquisition Shares to be sold in such offering; \n     \n     and make all required filings of such prospectus, \n     \n     supplement or post-effective amendment\n     \n     as soon as reasonably practicable after being\n     \n     notified of the matters to be incorporated in\n     \n     such prospectus, supplement or post-effective\n     \n     amendment;\n               \n               \n               (7)  use reasonable best efforts to\n     \n     register or qualify the Acquisition Shares\n     \n     under such securities or 'blue sky' laws of\n     \n     such jurisdictions as Holder reasonably\n     \n     requests and do any and all other acts and\n     \n     things which may be reasonably necessary or\n=============================================================\nPage 8     \n\n     advisable to enable Holder to consummate the\n     \n     disposition in such jurisdictions in which the\n     \n     Acquisition Shares are to be sold and keep such\n     \n     registration or qualification in effect for so\n     \n     long as the Shelf Registration Statement remains \n     \n     effective under the Securities Act (provided that \n     \n     the Company shall not be required to\n     \n     (i) qualify generally to do business in any\n     \n     jurisdiction where it would not otherwise be \n     \n     required to qualify but for this paragraph, (ii)\n     \n     subject itself to taxation in any such jurisdiction \n     \n     where it would not otherwise be subject\n     \n     to taxation but for this paragraph or (iii)\n     \n     consent to the general service of process in\n     \n     any jurisdiction where it would not otherwise\n     \n     be subject to general service of process but\n     \n     for this paragraph);\n               \n               \n               (8)  notify Holder, at any time when\n     \n     a prospectus relating to the Shelf Registration\n     \n     Statement is required to be delivered under the\n     \n     Securities Act, upon the discovery that, or of\n     \n     the happening of any event as a result of\n     \n     which, the Shelf Registration Statement, as\n     \n     then in effect, contains an untrue statement of\n     \n     a material fact or omits to state any material\n     \n     fact required to be stated therein or any fact\n     \n     necessary to make the statements therein not\n     \n     misleading, and, subject to Section 2.03 above,\n     \n     promptly prepare and furnish to the Holder a\n     \n     supplement or amendment to the prospectus\n     \n     contained in the Shelf Registration Statement so\n     \n     that the Shelf Registration Statement shall\n     \n     not, and such prospectus as thereafter delivered \n     \n     to the purchasers of such Acquisition\n     \n     Shares shall not, contain an untrue statement\n     \n     of a material fact or omit to state any material \n     \n     fact required to be stated therein or any\n     \n     fact necessary to make the statements therein\n     \n     not misleading;\n               \n               \n               (9)  cause all of the Acquisition\n     \n     Shares to be listed on each national securities\n     \n     exchange and included in each established over-\n     \n     the-counter market on which or through which\n     \n     the Common Stock is then listed or traded;\n               \n               \n               (10) make available for inspection by\n     \n     Holder, any underwriter participating in any\n     \n     disposition pursuant to the Shelf Registration\n     \n     Statement, and any attorney, accountant or\n     \n     other agent retained by Holder or underwriter,\n     \n     all reasonably requested financial and other \n     \n     records, pertinent corporate documents and properties \n     \n     of the Company, and cause the Company's\n     \n     officers, directors, employees, attorneys and\n==================================================================\nPage 9\n     \n\n     independent accountants to supply all information \n     \n     reasonably requested by Holder, underwriters, \n     \n     attorneys, accountants or agents in\n     \n     connection with the Shelf Registration\n     \n     Statement; information which the Company determines, \n     \n     in good faith, to be confidential shall\n     \n     not be disclosed by such persons unless,\n     \n     subject to Section 2.03 above, (i) the disclosure of such information\n     \n     is required by applicable federal securities laws or is necessary \n     \n     to avoid or correct a misstatement or omission in such Shelf \n     \n     Registration Statement or (ii) the release of such information \n     \n     is ordered pursuant to a subpoena or other order from a\n     \n     court of competent jurisdiction; Holder agrees,\n     \n     on its own behalf and on behalf of all of its\n     \n     underwriters, accountants, attorneys and\n     \n     agents, that the information obtained by any of\n     \n     them as a result of such inspections shall be\n     \n     deemed confidential unless and until such is\n     \n     made generally available to the public; Holder\n     \n     further agrees, on its own behalf and on behalf\n     \n     of all of its underwriters, accountants, attorneys \n     \n     and agents, that it will, upon learning\n     \n     that disclosure of such information is sought\n     \n     in a court of competent jurisdiction, give\n     \n     notice to the Company and allow the Company, at\n     \n     its expense, to undertake appropriate action to\n     \n     prevent disclosure of the information deemed\n     \n     confidential; nothing contained herein shall\n     \n     require the Company to waive any attorney-\n     \n     client privilege or disclose attorney work\n     \n     product;\n               \n               \n               (11) use reasonable best efforts to\n     \n     comply with all applicable laws related to the\n     \n     Shelf Registration Statement and offering and\n     \n     sale of securities and all applicable rules and\n     \n     regulations of governmental authorities in \n     \n     connection therewith (including, without\n     \n     limitation, the Securities Act and the Exchange\n     \n     Act, and the rules and regulations promulgated\n     \n     by the Commission) and make generally available\n     \n     to its security holders as soon as practicable\n     \n     (but in any event not later than fifteen (15)\n     \n     months after the effectiveness of the Shelf\n     \n     Registration Statement) an earnings statement\n     \n     of the Company and the Company Subsidiaries\n     \n     complying with Section 11(a) of the Securities\n     \n     Act;\n               \n               \n               (12) use reasonable best efforts to\n     \n     furnish to Holder a signed counterpart of (x)\n     \n     an opinion of counsel for the Company and (y) a\n     \n     'comfort' letter signed by the independent\n     \n     public accountants who have certified the\n     \n     Company's financial statements included or\n=====================================================================\nPage 10\n\n     \n     incorporated by reference in such registration\n     \n     statement, covering such matters with respect\n     \n     to such registration statement and, in the case\n     \n     of the accountants' comfort letter, with\n     \n     respect to events subsequent to the date of\n     \n     such financial statements as are customarily\n     \n     covered in opinions of issuer's counsel and in\n     \n     accountants' comfort letters delivered to the\n     \n     underwriters in underwritten public offerings\n     \n     of securities for the account of, or on behalf\n     \n     of, a holder of common stock, such opinion and\n     \n     comfort letters to be dated the date that such\n     \n     opinion and comfort letters are customarily\n     \n     dated in such transactions; and\n\n               (13) take other actions as Holder or\n     \n     the underwriters, if any, reasonably request in\n     \n     order to expedite or facilitate the disposition\n     \n     of the Acquisition Shares.\n\n          (b)  Further Agreements.  Without limiting any\nof the foregoing, in the event that the sale of\nAcquisition Shares is to be made by or through an under\nwriter, the Company shall enter into an underwriting\nagreement with a managing underwriter or underwriters\nselected by Holder containing representations, warranties,\nindemnities and agreements customarily included\n(but not inconsistent with the agreements contained\nherein) by an issuer of common stock in underwriting\nagreements with respect to offerings of common stock for\nthe account of, or on behalf of, holders of common stock;\nprovided, however, that the Holder shall not utilize the\n--------  -------\nShelf Registration Statement for more than one underwritten\noffering during the term of this Agreement.  In\nconnection with the sale of Acquisition Shares hereunder,\nHolder may, at its option, require that any and all \nrepresentations and warranties by, and the other agreements\nof, the Company to or for the benefit of such underwriter\nor underwriters (or which would be made to or for the\nbenefit of such an underwriter or underwriter if such\nsale of Acquisition Shares were pursuant to a customary\nunderwritten offering) be made to and for the benefit of\nHolder and that any or all of the conditions precedent to\nthe obligations of such underwriter or underwriters (or\nwhich would be so for the benefit of such underwriter or\nunderwriters under a customary underwriting agreement) be\nconditions precedent to the obligations of Holder in\nconnection with the disposition of its securities\npursuant to the terms hereof.  In connection with any\noffering of Acquisition Shares registered pursuant to\nthis Agreement, the Company shall, upon receipt of duly\nendorsed certificates representing the Acquisition\nShares, (x) furnish to the underwriter, if any (or, if no\nunderwriter, Holder), unlegended certificates representing\nownership of Acquisition Shares being sold, in such\ndenominations as requested, and (y) instruct any transfer\n=================================================================\nPage 11\n\nagent and registrar of the Acquisition Shares to release\nany stop transfer order with respect thereto.\n\n\n          Holder agrees that upon receipt of any notice\nfrom the Company of the happening of any event of the\nkind described in paragraph (8) of Section 2.04(a),\nHolder shall forthwith discontinue its disposition of\nAcquisition Shares pursuant to the Shelf Registration\nStatement and prospectus relating thereto until its\nreceipt of the copies of the supplemented or amended\nprospectus contemplated by paragraph (8) of Section\n2.04(a) and, if so directed by the Company, deliver to\nthe Company all copies, other than permanent file copies,\nthen in Holder's possession of the prospectus current at\nthe time of receipt of such notice relating to the\nAcquisition Shares.\n\n\nSection 2.05   Registration Expenses.\n          All expenses incidental to the Company's\nperformance of, or compliance with, its obligations under\nthis Agreement including, without limitation, all\nregistration and filing fees, all fees and expenses of\ncompliance with securities and 'blue sky' laws (including,\nwithout limitation, the fees and expenses of counsel\nfor underwriters or placement or sales agents in\nconnection with 'blue sky' law compliance), all printing\nand copying expenses, all messenger and delivery expenses,\nall reasonable out-of-pocket expenses of underwriters\nand sales and placement agents in connection therewith\n(excluding discounts and commissions and the fees and\nexpenses of counsel therefor), all fees and expenses of\nthe Company's independent certified public accountants\nand counsel (including, without limitation, with respect\nto 'comfort' letters and opinions) and other Persons\nretained by the Company in connection therewith\n(collectively, the 'Registration Expenses'), shall be\nborne by the Company.  The Company shall not be responsible\nfor and shall not pay the fees and expenses of\nlegal counsel, accountants, agents or experts retained by\nHolder in connection with the sale of the Acquisition\nShares.  The Company will pay its internal expenses\n(including, without limitation, all salaries and expenses\nof its officers and employees performing legal or\naccounting duties, the expense of any annual audit and\nthe expense of any liability insurance) and the expenses\nand fees for listing the Acquisition Shares on the New\nYork Stock Exchange.\n\n\nSection 2.06   Indemnification.\n          \n          (a)  By the Company.  The Company agrees to\nindemnify Holder, its officers, directors, employees and\n================================================================\nPage 12\n\nagents and each Person who controls (within the meaning\nof Section 15 of the Securities Act or Section 20 of the\nExchange Act) Holder or such other indemnified Person\nagainst all losses, claims, damages, liabilities and\nexpenses (collectively, the 'Losses') caused by,\nresulting from or relating to any untrue or alleged\nuntrue statement of material fact contained in the Shelf\nRegistration Statement, any prospectus or preliminary\nprospectus or any amendment thereof or supplement thereto\nor any omission or alleged omission of a material fact\nrequired to be stated therein or necessary to make the\nstatements therein not misleading, except insofar as the\nsame are caused by or contained in, or alleged to be\nomitted from, any information furnished in writing to the\nCompany by Holder or its underwriter or other agent\nexpressly for use therein or by Holder's failure to \ndeliver, or its underwriter's or other agent's failure to\ndeliver, a copy of the Shelf Registration Statement or\nprospectus or any amendments or supplements thereto after\nthe Company has furnished Holder with the requested\nnumber of copies of the same.  In connection with an\nunderwritten offering and without limiting any of the\nCompany's other obligations under this Agreement, the\nCompany shall indemnify such underwriters, their\nofficers, directors, employees and agents and each Person\nwho controls (within the meaning of Section 15 of the\nSecurities Act or Section 20 of the Exchange Act) such\nunderwriters or such other indemnified Person to the same\nextent as provided above with respect to the indemnification \nof Holder.\n\n\n          (b)  By Holder.  In connection with the Shelf\nRegistration Statement, Holder shall furnish to the Company \nin writing information regarding  Holder's ownership\nof Acquisition Shares and its intended method of distribution \nthereof and shall indemnify the Company, its directors, \nofficers, employees and agents and each Person who\ncontrols (within the meaning of Section 15 of the Securities \nAct or Section 20 of the Exchange Act) the Company\nor such other indemnified Person against all Losses\ncaused by, resulting from or relating to any untrue or\nalleged untrue statement of material fact contained in\nthe Shelf Registration Statement, any prospectus or\npreliminary prospectus or any amendment thereof or supplement \nthereto or any omission or alleged omission of a\nmaterial fact required to be stated therein or necessary\nto make the statements therein not misleading, but only\nto the extent that such untrue statement or omission or\nalleged untrue statement or omission (i) is caused by,\nresults from or relates to, or is alleged to be omitted\nfrom, such information so furnished in writing by Holder\nor (ii) arises out of or results from Holder's failure to\ndeliver, or its underwriter's or other agent's failure to\ndeliver, a copy of the Shelf Registration Statement or\nprospectus or any amendments or supplements thereto after\nthe Company has furnished Holder with the requested\nnumber of copies of the same; provided, however, that\nHolder shall not be liable for any claims hereunder in\n====================================================================\nPage 13\n\n\nexcess of the amount of net proceeds received by Holder\nfrom the sale of Acquisition Shares pursuant to the Shelf\nRegistration Statement.  In connection with an underwritten\noffering and without limiting any of Holder's other\nobligations under this Agreement, (i) Holder shall\nindemnify such underwriters, their officers, directors,\nemployees and agents and each Person who controls (within\nthe meaning of Section 15 of the Securities Act or\nSection 20 of the Exchange Act) such underwriters or such\nother indemnified Person to the same extent as provided\nabove with respect to the indemnification of the Company\nand (ii) Holder shall cause each underwriter of an\nunderwritten offering to indemnify the Company, its\ndirectors, officers, employees and agents and each Person\nwho controls (within the meaning of Section 15 of the\nSecurities Act or Section 20 of the Exchange Act) the\nCompany or such indemnified Person against all Losses\ncaused by, resulting from or relating to any untrue or\nalleged untrue statement of material fact contained in\nthe Shelf Registration Statement, any prospectus or\npreliminary prospectus or any amendment thereof or supplement \nthereto or any omission or alleged omission of a\nmaterial fact required to be stated therein or necessary\nto make the statements therein not misleading, but only\nto the extent that such untrue statement or omission or\nalleged untrue statement or omission (x) is caused by,\nresults from or relates to, or is alleged to be omitted\nfrom, such information furnished in writing by such\nunderwriter or (y) arises out of or results from such\nunderwriter's failure to delivery a copy of the Shelf\nRegistration Statement or prospectus or any amendments or\nsupplements thereto after the Company has furnished such\nunderwriter with the requested number of copies of the\nsame.\n          \n          \n          (c)  Notice.  Any Person entitled to indemni-\nfication hereunder shall give prompt written notice to\nthe indemnifying party of any claim with respect to which\nit seeks indemnification; provided, however, the failure\n                          --------  -------\nto give such notice shall not release the indemnifying\nparty from its obligation, except to the extent that the\nindemnifying party has been prejudiced by such failure to\nprovide such notice.\n\n          \n          \n          (d)  Defense of Actions.  In any case in which\nany such action is brought against any indemnified party,\nand it notifies an indemnifying party of the commencement\nthereof, the indemnifying party shall be entitled to\nparticipate therein, and, to the extent that it may wish,\njointly with any other indemnifying party similarly\nnotified, to assume the defense thereof, with counsel\nreasonably satisfactory to such indemnified party, and\nafter notice from the indemnifying party to such indemnified\nparty of its election so to assume the defense\nthereof, the indemnifying party shall not (so long as it\nshall continue to have the right to defend, contest,\n==============================================================\nPage 14\n\nlitigate and settle the matter in question in accordance\nwith this paragraph) be liable to such indemnified party\nhereunder for any legal or other expense subsequently\nincurred by such indemnified party in connection with the\ndefense thereof other than reasonable costs of investigation,\nsupervision and monitoring (unless such indemnified\nparty reasonably objects to such assumption on the\ngrounds that there may be defenses available to it which\nare different from or in addition to the defenses\navailable to such indemnifying party, in which event the\nindemnified party shall be reimbursed by the indemnifying\nparty for the reasonable expenses incurred in connection\nwith retaining one separate legal counsel).  An indemnifying \nparty shall not be liable for any settlement of an\naction or claim effected without its consent.  The\nindemnifying party shall lose its right to defend,\ncontest, litigate and settle a matter if it shall fail to\ndiligently contest such matter (except to the extent\nsettled in accordance with the next following sentence).\nNo matter shall be settled by an indemnifying party\nwithout the consent of the indemnified party unless such\nsettlement contains a full and unconditional release of\nthe indemnified party.\n          \n          \n          (e)  Survival.  The indemnification provided\nfor under this Agreement shall remain in full force and\neffect regardless of any investigation made by or on\nbehalf of the indemnified Person and will survive the\ntransfer of the Registrable Securities.\n          \n          \n          (f)  Contribution.  If recovery is not available \nunder the foregoing indemnification provisions for\nany reason or reasons other than as specified therein,\nany Person who otherwise would be entitled to indemnification \nby the terms thereof shall nevertheless be entitled to contribution \nwith respect to any Losses with respect to which such Person \nwould be entitled to such indemnification but for such reason or \nreasons.  In determining the amount of contribution to which the\nrespective Persons are entitled, there shall be\nconsidered the Persons' relative knowledge and access to\ninformation concerning the matter with respect to which\nthe claim was asserted, the opportunity to correct and\nprevent any statement or omission, and other equitable\nconsiderations appropriate under the circumstances.  It\nis hereby agreed that it would not necessarily be\nequitable if the amount of such contribution were\ndetermined by pro rata or per capita allocation.  No\nperson guilty of fraudulent misrepresentation (within the\nmeaning of Section 11(f) of the Securities Act) shall be\nentitled to contribution from any Person who was not\nfound guilty of such fraudulent misrepresentation.\n===============================================================\nPage 15\n\nSection 2.07   Transferability of Registration Rights.\n          \n          The rights and obligations of Holder under this\nARTICLE II may not be transferred or assigned without the\nprior written consent of the Company; provided, however,\n                                      --------- -------\nthat such rights and obligations may be assigned by\nHolder in connection with a pledge of the Acquisition\nShares in a bona fide transaction to secure indebtedness\nof Cygne for borrowed money to a lender that agrees in a\nwriting reasonably satisfactory to the Company to be\nsubject to the terms of this Agreement.\n\n                      \n                      \n                      ARTICLE III\n                 STANDSTILL PROVISIONS\n\nSection 3.01   Certain Prohibited Actions.\n          \n          During the term of this Agreement, without the\nprior written consent of the Company, neither Cygne nor\nCGFE shall, and each shall cause each of its Affiliates\nnot to, singly or as part of a 'group', directly or\nindirectly, through one or more intermediaries or\notherwise (i) make, or in any way participate, directly\nor indirectly, in, any 'solicitation' of 'proxies' (as\nsuch terms are defined or used in Regulation 14A under\nthe Exchange Act) with respect to the Common Stock or any\nsecurities of the Company Subsidiaries (including by the\nexecution of actions by written consent), become a\n'participant' in any 'election contest' (as such terms\nare defined or used in Rule 14a-11 under the Exchange\nAct) with respect to the Company or seek to advise or\ninfluence any person or entity with respect to the voting\nof any shares of Common Stock or any securities of the\nCompany Subsidiaries; (ii) initiate, propose, or\nparticipate in the solicitation of stockholders for the\napproval of one or more stockholder proposals with\nrespect to the Company, as described in Rule 14a-8 under\nthe Exchange Act, or induce or encourage any other\nindividual or entity to initiate any stockholder proposal\nrelating to the Company; (iii) form, join, influence or\nparticipate in a 'group', or act in concert with any\nother person or entity, for the purpose of acquiring,\nholding, voting or disposing of any securities of the\nCompany or the Company Subsidiaries or taking any other\nactions prohibited under this Section 3.01; (iv) hold any\ndiscussions with another Person regarding, make any\nproposal to or  any public announcement relating to a\ntender or exchange offer for any securities of the\nCompany or the Company Subsidiaries, or a merger,\nbusiness combination, sale of assets, liquidation,\nrestructuring, recapitalization or other extraordinary\ncorporate transaction relating to the Company or any of\n===============================================================\nPage 16\n\nthe Company Subsidiaries or its or their material assets\nor take any action which might require the Company to\nmake a public announcement regarding any of the\nforegoing; (v) cause the merger of Cygne or CGFE with or\ninto, the consolidation of the Cygne or CGFE with, or the\nsale of the business or assets of Cygne or CGFE substantially \nas an entirety to, any other Person unless\n(A) Cygne or CGFE, as the case may be,  is the surviving\nPerson or the surviving Person agrees in writing to be\nbound by this Agreement and (B) within 120 days after\nconsummation of the transaction, the surviving Person\ndisposes of all shares of Common Stock owned by it (in\nexcess of those owned by Cygne or CGFE, as the case may\nbe, prior to consummation of the transaction); (vi) act,\nalone or in concert with others (including by providing\nfinancing for another party), to seek or offer to control\nthe Company; (vii) deposit any Acquisition Shares in a\nvoting trust or subject any Acquisition Shares to any \narrangement or agreement with respect to the voting thereof\n(except pursuant to Section 3.03 below); (viii) execute\nany written consents; (ix) enter into any discussions,\nnegotiations, arrangements or understandings with or\nprovide any information to any third party with respect\nto any of the foregoing; (x) disclose any intention, plan\nor arrangement inconsistent with the foregoing\nprohibitions or advise or assist any other Person in\nconnection with any activity included in the foregoing\nprohibitions; or (xi) seek, request, or propose any\nwaiver, modification, amendment or termination of any\nprovision of this Section 3.01 (other than any request or\nproposal made or solicited by the Company).\n\n\nSection 3.02   Transferability of Acquisition Shares.\n\n          (a)  Lock-up Period.  Except pursuant to a\npledge in a bona fide transaction to secure indebtedness\nof Cygne for borrowed money to a lender that agrees in a\nwriting reasonably acceptable to the Company to be\nsubject to the terms of this Agreement, Holder may not\nTransfer any of the Acquisition Shares prior to the\nEffective Date.\n          \n          \n          (b)  Permitted Transfers.  From and after the\nEffective Date, Holder may not Transfer the Acquisition\nShares except in the following circumstances:\n\n               (i)        to the Company or with the\n     \n     Company's prior written consent;\n\n               (ii)       pursuant to a pledge in a\n     \n     bona fide transaction to secure indebtedness of\n     \n     Cygne for borrowed money to a lender that\n====================================================================\nPage 17     \n     \n     \n     \n     agrees in a writing reasonably acceptable to\n     \n     the Company to be subject to the terms of this\n     \n     Agreement;\n\n               (iii)     to an Affiliate that agrees\n     \n     in a writing reasonably acceptable to the\n     \n     Company to be bound by the terms of this Agreement;\n\n               (iv) pursuant to a tender offer made\n     \n     by a person with respect to which the Company\n     \n     does not recommend rejection;\n\n               (v)  pursuant to a settlement with\n     \n     the plaintiffs in the class action Veronica\n                                        ---------  \n     Zucker v. Sasaki, et al.;\n     -----------------------\n               \n               \n               (vi) pursuant to a pro rata dividend\n     \n     or other pro rata distribution to all of\n     \n     Cygne's stockholders, upon liquidation of Cygne\n     \n     or otherwise; or\n               \n               \n               (vii)     pursuant to Rule 144 or\n     \n     otherwise pursuant to the Shelf Registration\n     \n     Statement;\n\n\nprovided, however, that, other than pursuant to clauses\n--------  -------\n(iv)-(vi) above or pursuant to an underwritten public\noffering, no Transfers of more than two percent (2%) of\nthe Company's then outstanding shares of Common Stock may\nbe made in any two (2)-week period; and provided,\n                                        --------\nfurther, that any underwriter of a public offering or any\n-------\nplacement agent, broker or other agent shall be\ninstructed that (x) no Transfers of any Acquisition\nShares may knowingly be made to any person who\nbeneficially owns in excess of five percent (5%) of the\nthen outstanding shares of Common Stock, and (y) no\nTransfer of more than two percent (2%) of the Company's\nthen outstanding Common Stock may knowingly be made to a\nsingle purchaser (or group of related purchasers).\n\n\nSection 3.03   Voting.\n          During the term of this Agreement, the Holder\n(i) shall be present in person or represented by proxy at\nall stockholder meetings of the Company so that all\nAcquisition Shares then beneficially owned by Holder\nshall be counted for the purpose of determining the\npresence of a quorum at such meetings, and (ii) shall\nvote, or act by consent with respect to, all Acquisition\nShares then beneficially owned by Holder pro rata in the\nsame proportion as the votes cast by all other\nstockholders of the Company.\n================================================================\nPage 18\n\n\n                       ARTICLE IV\n                     MISCELLANEOUS\n\nSection 4.01   Effectiveness of Agreement.\n          The provisions of this Agreement shall be\neffective as of the date hereof.\n\n\nSection 4.02   Restrictive Legends.\n          Holder hereby acknowledges and agrees that,\nduring the term of this Agreement, each of the\ncertificates representing Acquisition Shares shall be\nsubject to stop transfer instructions and shall include\nthe following legend:\n          \n          \n          'THE SHARES REPRESENTED BY THIS CERTIFICATE\nHAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF\n1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE.\nTHE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE\nTRANSFERRED WHETHER BY SALE, ASSIGNMENT, PLEDGE, ENCUMBRANCE, \nGIFT, BEQUEST, APPOINTMENT OR OTHERWISE, AND\nANNTAYLOR STORES CORPORATION (THE 'COMPANY')  WILL NOT\nREGISTER THE TRANSFER OF SUCH SHARES, EXCEPT PURSUANT AND\nSUBJECT TO THAT CERTAIN STOCKHOLDERS AGREEMENT DATED\nSEPTEMBER 20, 1996, AS MAY BE AMENDED FROM TIME TO TIME,\nBETWEEN ATSC AND CYGNE DESIGNS, INC.  A COPY OF SUCH\nAGREEMENT IS ON FILE WITH THE SECRETARY OF THE COMPANY.'\n\n\nSection 4.03   Recapitalization.\n          In the event that any capital stock or other\nsecurities are issued as a dividend or distribution on,\nin respect of, in exchange for, or in substitution of,\nany Acquisition Shares, such securities shall be deemed\nto be Acquisition Shares for all purposes under this\nAgreement.\n===============================================================\nPage 19\n\nSection 4.04   Notices.\n          All notices, requests, demands, waivers and\nother communications required or permitted to be given\nunder this Agreement shall be in writing and shall be\ndeemed to have been duly given if delivered personally,\nby mail (certified or registered mail, return receipt\nrequested), by reputable overnight courier or by facsimile \ntransmission (receipt of which is confirmed):\n\n               (a)  If to the Company, to:\n                    AnnTaylor Stores Corporation\n                    142 West 57th Street\n                    New York, New York  10019\n                    Attention:  General Counsel\n                    Facsimile:  (212) 541-3299\n                    \n                    \n                    with a copy to:\n                    Skadden, Arps, Slate, Meagher &amp; Flom\n                    One Rodney Square\n                    Wilmington, Delaware  19801\n                    Attention:  Patricia Moran Chuff, Esq.\n                    Facsimile:  (302) 651-3001\n               \n               \n               (b)  If to Holder, to:\n                    Cygne Designs, Inc.\n                    1372 Broadway\n                    New York, New York  10018\n                    Attention:  General Counsel\n                    Facsimile:  (212) 536-4174\n                    \n                    \n                    with a copy to:\n                    Fulbright and Jaworski, L.L.P.\n                    666 Fifth Avenue\n                    New York, New York  10103\n                    Attention:  Roy L. Goldman, Esq.\n                    Facsimile:  (212) 752-5958\n=====================================================================\nPage 20\n\n\nor to such other person or address as any party shall\nspecify by notice in writing, given in accordance with\nthis Section 4.04, to the other parties hereto.  All such\nnotices, requests, demands, waivers and communications\nshall be deemed to have been given on the date on which so\nhand-delivered, on the third business day following the\ndate on which so mailed, on the next business day following\nthe date on which delivered to such overnight courier\nand on the date of such facsimile transmission and confirmation, \nexcept for a notice of change of person or address, which shall \nbe effective only upon receipt thereof.\n\n\n\nSection 4.05   Entire Agreement.\n          This Agreement contains the entire understanding\nof the parties hereto with respect to the subject matter\nhereof.  This Agreement supersedes all prior agreements\nand understandings, oral and written, with respect to its\nsubject matter.\n\n\n\nSection 4.06   Severability.\n          Should any provision of this Agreement, or any\npart thereof, for any reason be declared invalid or\nunenforceable, such declaration shall not affect the validity\nor enforceability of any other provision of this\nAgreement, or any other part thereof, all of which other\nprovisions, and parts, shall remain in full force and\neffect, and the application of such invalid or unenforceable \nprovision, or such part thereof, to persons or circumstances \nother than those as to which it is held invalid or\nunenforceable shall be valid and be enforced to the\nfullest extent permitted by law.\n\n\nSection 4.07   Binding Effect; Assignment.\n          This Agreement and all of the provisions hereof\nshall be binding upon and inure to the benefit of the\nparties hereto and their respective heirs, executors,\nsuccessors and permitted assigns, but, except as expressly\ncontemplated herein, neither this Agreement nor any of the\nrights, interests or obligations hereunder shall be as\nsigned, directly or indirectly, by the Company or Holder\nwithout the prior written consent of the other.  Upon any\nsuch assignment, this Agreement shall be amended to\nsubstitute the assignee as a party hereto in a writing\nreasonably acceptable to the other party.\n\n===================================================================\nPage 21\n\nSection 4.08   Amendment, Modification and Waiver.\n          \n          \n          This Agreement may be amended, modified or\nsupplemented at any time by written agreement of the\nparties hereto.  Any failure by Holder, on the one hand,\nor the Company, on the other hand, to comply with any term\nor provision of this Agreement may be waived by the\nCompany or Holder, respectively, at any time by an instrument \nin writing signed by or on behalf of the Company and\nHolder, but such waiver or failure to insist upon strict\ncompliance with such term or provision shall not operate\nas a waiver of, or estoppel with respect to, any subsequent \nor other failure to comply.\n\n\nSection 4.09   Third-Party Beneficiaries.\n          This Agreement is not intended, and shall not be\ndeemed, to confer upon or give any person except the\nparties hereto and their respective successors and \npermitted assigns, any remedy, claim, liability, reimbursement, \ncause of action or other right under or by reason of\nthis Agreement.\n\n\nSection 4.10   Counterparts.\n          This Agreement may be executed in counterparts,\neach of which shall be deemed an original, but all of\nwhich together shall constitute one and the same\ninstrument.\n\n\nSection 4.11   Interpretation.\n          The article and section headings contained in\nthis Agreement are solely for the purpose of reference,\nare not part of the agreement of the parties and shall not\nin any way affect the meaning or interpretation of this\nAgreement.\n\n\nSection 4.12   Governing Law.\n          This Agreement shall be governed by the laws of\nthe State of New York, without regard to the principles of\nconflicts of law thereof.\n\n\nSection 4.13   Termination; Restrictive Legend.\n          \n          This Agreement shall terminate on the third\nanniversary of the date hereof; provided, however, that\n                                --------  -------\nthe provisions of Section 2.06 hereof shall survive\ntermination of this Agreement.  It is understood and\n=============================================================\nPage 22\n\n\nagreed that any restrictive legends set forth on any\nAcquisition Shares shall be removed by delivery of\nsubstitute certificates without such legends and such\nAcquisition Shares shall no longer be subject to the terms\nof this Agreement, upon the resale of such Acquisition\nShares in accordance with the terms of this Agreement\n(other than pursuant to Section 3.02(b) (i), (ii) or\n(iii)) or, if not theretofore removed, on the third\nanniversary of the date hereof.\n\n          \n          \n          IN WITNESS WHEREOF, the undersigned hereby agree\nto be bound by the terms and provisions of this\nStockholders Agreement as of the date first above written.\n\n\n                         ANNTAYLOR STORES CORPORATION\n\n                         By: \/s\/ Walter J. Parks\n                             --------------------------\n                           Name:  Walter J. Parks\n                           Title: Senior Vice President - Finance\n\n\n                         \n                         \n                         CYGNE DESIGNS, INC.\n\n                         By: \/s\/ Bernard M. Manuel\n                             ---------------------------\n                           Name:  Bernard M. Manuel\n                           Title: Chairman and Chief Executive Officer\n\n                         \n                         \n                         \n                         CYGNE GROUP (F.E.) LIMITED\n\n                         By: \/s\/ Bernard M. Manuel\n                             -----------------------------\n                           Name:  Bernard M. Manuel\n                           Title: Director\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6710],"corporate_contracts_industries":[9494],"corporate_contracts_types":[9629,9633],"class_list":["post-43944","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-anntaylor-stores-corp","corporate_contracts_industries-retail__clothing","corporate_contracts_types-securities","corporate_contracts_types-securities__shareholder"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43944","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43944"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43944"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43944"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43944"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}